Common use of Notices, Etc Clause in Contracts

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. to the Trustee, the Issuer and the Guarantors . Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture shall be made in writing, in English and, if to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuer or a Guarantor, shall be sufficient for every purpose hereunder if mailed first class, postage prepaid to, or otherwise made, given, faxed, furnished or filed in writing to or with the Trustee at its address at its Corporate Trust Office; or (2) the Issuer or a Guarantor by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid or faxed, to the Issuer or such Guarantor, as applicable, addressed to the Issuer at the address of its principal offices specified in this Section 105 or at any other address otherwise furnished in writing to the Trustee or to any Guarantor at the address of the Issuer’s principal offices specified in this Section 105 or at any other address otherwise furnished in writing to the Trustee. All notices delivered to the Trustee shall be deemed effective upon the earlier of (a) Except in actual receipt thereof by the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph Trustee, which may include electronic mail with portable document format attached or (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or the receipt of a registered mail or sent receipt by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified sender thereof in or pursuant to respect of a notice properly addressed under this Section 10.01 105. The principal offices of the Credit Agreement; (ii) if Issuer are Amcor Corporate T▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇; fax: +▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ Attention: M▇▇▇▇▇▇ ▇▇▇▇▇▇, Group Treasurer, with a copy to any GrantorAmcor plc, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, 8▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Attention of ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇, Attention: D▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇, Group Company Secretary. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. to the Trustee, the Issuer and the Guarantors . Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture shall be made in writing, in English and, if to be made upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by the Issuer or a Guarantor, shall be sufficient for every purpose hereunder if mailed first class, postage prepaid to, or otherwise made, given, faxed, furnished or filed in writing to or with the Trustee at its address at its Corporate Trust Office; or (2) the Issuer or a Guarantor by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid or faxed, to the Issuer or such Guarantor, as applicable, addressed to the Issuer at the address of its principal offices specified in this Section 105 or at any other address otherwise furnished in writing to the Trustee or to any Guarantor at the address of the Issuer’s principal offices specified in this Section 105 or at any other address otherwise furnished in writing to the Trustee. All notices delivered to the Trustee shall be deemed effective upon the earlier of (a) Except in actual receipt thereof by the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph Trustee, which may include electronic mail with portable document format attached or (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or the receipt of a registered mail or sent receipt by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified sender thereof in or pursuant to respect of a notice properly addressed under this Section 10.01 105. The principal offices of the Credit Agreement; (ii) if Issuer are Amcor Corporate ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇-▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇; fax: +▇▇ ▇▇ ▇▇▇ ▇▇ ▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Group Treasurer, with a copy to any GrantorAmcor plc, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Attention of ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇, Group Company Secretary. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted Subject to be given by telephone (and subject to paragraph clause (b) below), all notices and other communications provided for herein (other than Notices of Borrowing and Notices of Continuation or Conversion, which are governed by Article 2 of this Agreement) shall be in writing and shall be hand delivered by hand or overnight courier servicewith written receipt, mailed by certified or registered mail or sent by telecopyfacsimile or electronic mail, sent by a nationally recognized overnight courier, or sent by certified mail, return receipt requested as follows: if to a Credit Party, as follows: (i) specified on Schedule I, if to the Company, any Pipeline Borrower Administrative Agent or the Collateral AgentIssuing Lender, to it at its address credit contact specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) under its name on Schedule I, and if to any Grantor, to it c/o the Company Lender at the address is credit contact specified in its Administrative Questionnaire. Each party may change its notice address by written notification to the other parties. All such notices and communications shall be effective when delivered, except that notices and communications to any Lender or the Issuing Lender pursuant to clause (i) above; (iii) if to Article 2 shall not be effective until received and, in the Depository Bankcase of facsimile, to it at JPMorgan Chase Banksuch receipt is confirmed by such Lender or Issuing Lender, N.A.as applicable, Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇verbally or in writing. (b) Notices and other communications among to the Secured Parties, the Collateral Agent and/or the Depository Bank Lenders hereunder may be delivered or furnished by electronic communicationscommunications pursuant to procedures approved by the Administrative Agent. The Administrative Agent or a the Borrower may, in its their 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ 4 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇L▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. (a) Except where telephonic instructions are authorized herein to be given, all notices, demands, instructions and other communications required or permitted to be given to or made upon any party hereto shall be in writing, unless otherwise expressly specified herein, and shall be (i) personally delivered or sent by registered, certified or express mail or postage prepaid, or by prepaid courier service, or by electronic mail (if the recipient has provided an email address) to the address or email address, as applicable, set forth with respect to such party on Schedule 6 (or, if not provided on Schedule 6 with respect to any party, such address or email address provided by such party in writing to the Administrative Agent), or (ii) in the case of notices to any Lender, posted to an electronic system approved by or set up by or at the direction of the Administrative Agent, and other communications expressly permitted shall in each case be deemed to be given for purposes of this Agreement on the day that such writing is received by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand the intended recipient thereof or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto posted in accordance with the provisions of this Agreement Section 12.02. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 12.02, notices, demands, instructions and other communications in writing shall be deemed given to have been given and effectiveor made upon the respective parties hereto at their respective addresses (or to their respective email addresses) indicated in Schedule 6 (or, if sent not provided on Schedule 6 with respect to any party, such address or email address provided in writing by mail or courier on the date of delivery thereof such party to the address specified herein Administrative Agent), and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such noticeparty in Schedule 6 (or, if not provided on Schedule 6 with respect to any party, such telephone number or if numbers provided in writing by telecopier such party to the Administrative Agent). Each party shall notify the Administrative Agent in writing of any changes in the address, telephone number or email address to which notices to such Person should be directed, and of such other administrative information as the Administrative Agent shall reasonably request. Notwithstanding anything herein to the contrary, when any notice is sent or delivered to the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication Borrower in accordance with this Section 9.04 but Agreement, reasonable efforts shall be made to also send a copy of such notice to the Collateral Manager. (b) Each of the Collateral Agent, the Custodian and the Collateral Administrator hereby agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail (or .pdf files of executed documents) or other similar unsecured electronic methods; provided that any person providing such instructions or directions shall provide to any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, an incumbency certificate listing such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If any party hereto elects to give any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable or e-mail (or .pdf files of executed documents), the Collateral Agent’s, the Custodian’s or the Collateral Administrator’s understanding of such instructions actually received by any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, shall be deemed controlling in the event that such instructions are ambiguous; provided that prior to acting in response to any such instructions that it deems to be ambiguous, the Collateral Agent, Custodian or Collateral Administrator shall use commercially reasonable efforts to contact the instructing party and obtain from such instructing party any necessary clarifications with respect to such instructions. Each of the other parties hereto understands and agrees that none of the Collateral Agent, the Custodian or the Collateral Administrator can determine the identity of the actual sender of such instructions and that the Collateral Agent, the Custodian or the Collateral Administrator shall conclusively presume that directions that purport to have been sent by an officer listed on the incumbency certificate provided to it have been sent by such officer. The other parties hereto shall be responsible for ensuring that only authorized officers transmit such instructions to the Collateral Agent, the Custodian or the Collateral Administrator and that each such party is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by it. None of the Collateral Agent, the Custodian or the Collateral Administrator shall be liable for any losses, costs or expenses arising directly or indirectly from the Collateral Agent’s, the Custodian’s or the Collateral Administrator’s, as applicable, reasonable, good faith reliance upon and compliance with such instructions, notwithstanding that such directions conflict with or are inconsistent with a subsequent written instruction, subject to the duty of care applicable to such Person acting in such capacity. Each of the other parties hereto agrees (i) to assume all risks arising out of its respective use of such electronic methods to submit instructions and directions to any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, including without limitation the risk of any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, acting on unauthorized instructions, and the risk of interception and misuse by third parties, (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Collateral Agent, the Custodian or the Collateral Administrator and that there may be more secure methods of transmitting instructions than the method(s) selected by it, (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and (iv) to notify the Collateral Agent, the Custodian or the Collateral Administrator immediately upon learning of any compromise or unauthorized use of the security procedures. (c) By executing this Agreement, the parties hereto hereby acknowledge and agree, and direct the Collateral Agent, the Custodian and the Collateral Administrator to acknowledge and agree and the Collateral Agent, the Custodian and the Collateral Administrator do hereby acknowledge and agree, that execution of this Agreement, any instruction, direction, notice, form or other document executed by any party to this Agreement or the Facility Documents in connection with this Agreement or such other Facility Documents, by electronic signatures (whether by ▇▇▇▇▇, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by such party and reasonably available at no undue burden or expense to the Collateral Agent, the Custodian or the Collateral Administrator) shall be permitted hereunder notwithstanding anything to the contrary herein and such electronic signatures shall be legally binding as if such electronic signatures were handwritten signatures. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer shall be considered signed or executed by such Responsible Officer on such party’s behalf. To the extent received from a Responsible Officer, the parties hereto also hereby acknowledge and agree that the Collateral Agent, the Custodian and the Collateral Administrator shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placesuch electronic signature without any liability with respect thereto.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (x) in writing (including telecopier communication) and shall be mailed, telecopied, or delivered by hand or overnight courier service(y) as and to the extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a), mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it the Company at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Road, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy Purchase, New York 10577, Attention: Assistant Treasurer, Telecopier No. (▇▇▇) ▇▇▇-▇▇▇▇. , with a copy to General Counsel, Telecopier No. (b▇▇▇) Notices and other communications among the Secured Parties▇▇▇-▇▇▇▇; if to any Initial Lender, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, at its Domestic Lending Office set forth in its discretionAdministrative Questionnaire; if to any other Lender, agree to accept notices at its Domestic Lending Office specified in the Assignment and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved which it became a Lender; and if to the Agent, at the Agent’s Address; or, as to the Company or the Agent, at such other address as shall be designated by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by in a written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(d) shall be delivered to the Agent as specified in the last sentence of Section 5.01(d). All such notices and other communications given to any party hereto in accordance with the provisions of this Agreement mailed or sent by hand or overnight courier service shall be deemed to have been given when received; notices and effectivecommunications sent by telecopier shall be deemed to have been given when sent (except that, if sent by mail or courier not received during normal business hours for the recipient, shall be deemed to have been received at the opening of business on the date of delivery thereof next business day for the recipient). The Company and the Agent may agree to accept notice and other communications by electronic means pursuant to procedures approved by both parties. (b) The Company agrees that the Agent may make any written information, documents, instruments and other written materials that have been provided to the address specified herein Agent pursuant to the terms hereof (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). The Company 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 distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, 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 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”) received by it during its normal business hours specifying that any Communications have been posted to the Platform shall constitute effective delivery of such noticeinformation, documents or if by telecopier when the answerback is received or if by other means, on the date materials to such Lender for purposes of receiptthis Agreement; provided that if requested by any Lender the Agent shall deliver a notice given copy of the Communications to such Lender by telecopier e-mail or telecopier. Each Lender agrees (i) to notify the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic communication in accordance with transmission (including by electronic communication) on or before the date such Lender becomes a party to this Section 9.04 but received Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any day other than a Business Day or after business hours in the place of receipt, will Notice may be deemed sent to be received on the next Business Day in that placesuch e-mail address.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ 4 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇L▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 1.01 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)All notices, all notices demands, requests, consents and other communications provided for herein in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified at its address for notices set forth on its signature page to this Agreement or in the case of any subsequent Lender, in its Administrative Questionnaire, or at such other address as shall be notified in writing (x) in the case of the Borrower and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified the other parties and (y) in or pursuant to Section 10.01 the case of the Credit Agreement; (ii) if to any Grantorall other parties, to it c/o the Company at Borrower and the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇Agent. (b) Notices All notices, demands, requests, consents and other communications among described in Section 10.02(a) shall be effective (i) if delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the Secured Partiesmails, (iii) if delivered by posting to an Approved Electronic Platform, an Internet website or a similar telecommunication device requiring that a user have prior access to such Approved Electronic Platform, website or other device (to the Collateral Agent and/or the Depository Bank hereunder may extent permitted by Section 10.02(d) to be delivered thereunder), when such notice, demand, request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet website or furnished similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether or not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has been notified in respect of such posting that a communication has been posted to the Approved Electronic Platform, and (iv) if delivered by electronic communications. The Administrative Agent mail or a Borrower mayany other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic delivery) as provided in its discretionSection 10.02(a); provided, agree to accept however, that notices and other communications to it hereunder by electronic communications the Agent pursuant to procedures approved Article II or Article IX shall not be effective until received by it; provided that approval of such procedures may be limited to particular notices or communicationsthe Agent. (c) Any party hereto Notwithstanding Sections 10.02(a) and (b) (unless the Agent requests that the provisions of Sections 10.02(a) and (b) be followed) and any other provision in this Agreement or any other Loan Document providing for the delivery of any Approved Electronic Communication by any other means, the Borrower shall deliver all Approved Electronic Communications to the Agent by properly transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the Agent to such electronic mail address (or similar means of electronic delivery) as the Agent may change notify to the Borrower. Nothing in this clause (c) shall prejudice the right of the Agent or any Lender to deliver any Approved Electronic Communication to the Borrower in any manner authorized in this Agreement or to request that the Borrower effect delivery in such manner. (d) Each Lender, each Issuer and the Borrower agree that the Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the Lenders and the Issuers by posting such Approved Electronic Communications on SyndTrak™, IntraLinks™ or a substantially similar electronic platform chosen by the Agent to be its address electronic transmission system (the “Approved Electronic Platform”). (e) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or telecopy number for notices modified by the Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuers and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other communications hereunder risks associated with such distribution. In consideration for the convenience and other benefits afforded by notice to such distribution and for the other parties heretoconsideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders, the Issuers and the Borrower hereby approves distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution. (f) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. All notices NONE OF THE AGENT NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC 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 AGENT IN CONNECTION WITH THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. (g) Each of the Lenders, the Issuers and other communications given to any party hereto the Borrower agrees that the Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the provisions of this Agreement shall be deemed to have been given Agent’s generally-applicable document retention procedures and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placepolicies.

Notices, Etc. (a) Except in the case of notices where telephonic instructions are authorized herein to be given, all notices, demands, instructions and other communications expressly required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or made upon any party hereto shall be in writing and shall be personally delivered or sent by hand registered, certified or overnight express mail, postage prepaid, or by facsimile transmission, or by prepaid courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower maymail (if the recipient has provided an email address in Schedule 5), in its discretion, agree and shall be deemed to accept notices and other communications to it hereunder be given for purposes of this Agreement on the day that such writing is received by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto intended recipient thereof in accordance with the provisions of this Agreement Section 13.02. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 13.02, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective facsimile numbers or email addresses) indicated in Schedule 5, and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party in Schedule 5. ▇▇▇▇▇ Fargo agrees to accept and act upon instructions or directions pursuant to this Agreement, any other Facility Document, or any Related Document or any document executed in connection herewith or therewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any person providing such instructions or directions shall provide to ▇▇▇▇▇ Fargo an incumbency certificate listing persons designated to provide such instructions or directions as such incumbency certificate may be supplemented from time to time. If any person elects to give ▇▇▇▇▇ Fargo email or facsimile instructions (or instructions by a similar electronic method) and ▇▇▇▇▇ Fargo in its discretion elects to act upon such instructions, ▇▇▇▇▇ Fargo’s reasonable understanding of such instructions shall be deemed to have been given controlling. ▇▇▇▇▇ Fargo shall not be liable for any losses, costs or expenses arising directly or indirectly from ▇▇▇▇▇ Fargo’s reliance upon and effective, compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed any) to be received on the next Business Day followed in that placeconnection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for All notices and other communications hereunder shall, unless otherwise stated herein, be given in writing or by any telecommunication device capable of creating a written record (including, with respect to Approved Electronic Communications and other notices and communications described below, electronic mail), (i) to each of the Seller, the Servicer, the Agent and the Initial Purchasers, at its address set forth under its name on the signature pages hereof, (ii) to each Purchaser other than the Initial Purchasers, at its address specified on the Assignment and Acceptance pursuant to which it became a Purchaser hereunder or (iii) to any party hereto at such other address as shall be designated by such party in a notice to the other parties heretohereto given as provided herein. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to receipt if delivered by hand or overnight courier service or sent by telecopy equipment of the address specified herein for such noticesender, or if by telecopier when the answerback is received or if by other means, on the date of receipt; five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided that a notice in this Section 11.3 or in accordance with the latest unrevoked direction from such party given by telecopier or electronic communication in accordance with this Section 9.04 but received on 11.3. Notices and other communications to the Purchasers hereunder not constituting Approved Electronic Communications may be delivered or furnished by electronic communications pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices pursuant to Article II or III unless otherwise agreed by the Agent and the applicable Purchaser. Each of the Agent, the Seller and the Servicer may, in its discretion, agree to accept notices and other communications to it hereunder or under any day other than a Business Day Transaction Document that do not constitute Approved Electronic Communications, by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placecommunications.

Notices, Etc. (a) Except Unless specifically provided otherwise in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Agreement, all notices and other communications provided for herein hereunder shall be in writing (including facsimile) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it in care of FE at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇Attention: Treasurer, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices ; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved by itwhich it became a Lender; provided that approval of such procedures may be limited if to particular notices or communications. (c) Any party hereto may change the Administrative Agent, at its address or telecopy number for notices and at, JPMorgan Chase Bank, N.A., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, NCC5, Floor 1, Newark, DE 19713-2107, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Phone: (▇▇▇) ▇▇▇-▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇; if to any Fronting Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto; if to any other communications hereunder Fronting Bank, at such address as shall be designated by such Fronting Bank in a written notice to the other parties heretoparties; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All Subject to the other notice requirements of this Agreement, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof receipt if delivered by hand or overnight courier service, mailed or sent by facsimile to such party and received during the address specified herein for normal business hours of such notice, party as provided in this Section 8.02 or if by telecopier when in accordance with the answerback is received or if by other means, on the date of receipt; provided that a notice latest unrevoked direction from such party given by telecopier or electronic communication in accordance with this Section 9.04 but 8.02. If such notices and communications are received on any day other than a Business Day or after the normal business hours in the place of receiptsuch party, will receipt shall be deemed to be received on have been given upon the opening of the recipient’s next Business Day in that placeDay.

Notices, Etc. (a) Except in the case of where oral or telephonic instructions or notices are authorized herein to be given, all notices, demands, instructions and other communications expressly required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and or made upon any party hereto or any other communications provided for herein Person shall be in writing and shall be personally delivered by hand or overnight courier service, mailed by certified or registered mail or sent by registered or certified mail, postage prepaid, return receipt requested, or by a reputable overnight or courier delivery service, or by telecopier, and shall be deemed to be given for purposes of this Agreement on the third day after deposit in registered or certified mail, postage prepaid, and otherwise on the date that such writing is delivered or sent to the intended recipient thereof, or in the case of notice delivered by telecopy, as follows: upon completion of transmission with a copy of such notice also being delivered under any of the other methods provided above, all in accordance with the provisions of this Section 12.3. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 12.3, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective telecopier numbers) indicated (i) if in the case of any Lender, in such Lender’s latest administrative questionnaire submitted to the Company, any Pipeline Borrower or the Collateral Administrative Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to in the case of any GrantorAssignee, to it c/o in the Company at the address specified in applicable Assignment and Assumption Agreement or pursuant to clause (i) above; (iii) if to in the Depository Bankcase of any other party hereto, to it at JPMorgan Chase Bankon Schedule 12.3, N.A.and, Institutional Trust Servicesin the case of telephonic instructions or notices, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇by calling the telephone number or numbers indicated for such party on such administrative questionnaire, ▇▇▇▇ ▇▇▇▇▇such Assignment and Assumption Agreement or Schedule 12.3, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇as the case may be. (b) Notices and other communications among to or by the Secured PartiesAdministrative Agent, the Collateral Agent and/or Agent, the Depository Bank UK Security Trustee and the Lenders hereunder may be delivered or furnished by electronic communicationscommunication (including e-mail and Internet or intranet websites) (the “Platform”) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices pursuant to Article II, Section 4.1, Section 4.3 and Section 7.3 unless otherwise agreed by the Administrative Agent (or, as the case may be, the Collateral Agent or UK Security Trustee) and the applicable Lender. The Administrative Agent Agent, the Collateral Agent, the UK Security Trustee or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for Unless the Administrative Agent otherwise prescribes, (i) notices and other communications hereunder sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice to the or other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement communication is sent after 5:00 p.m. (New York City time), such notice or communication shall be deemed to have been given and effective, if sent by mail or courier on at the date opening of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that placesuch notice or communication is available and identifying the website address therefor. (d) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Notices, Etc. (a) Except in the case of All notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications ------------- provided for herein hereunder shall be in writing (including telegraphic or telecopy communication) and shall be delivered by hand mailed, telegraphed, telecopied or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:delivered, (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇Chicago, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Illinois 60601 Attention: Treasurer, Attention telecopy number (312) 326- 8557; (ii) if to any Borrowing Subsidiary, at the address specified in the Assumption Letter pursuant to which it became a Borrowing Subsidiary, with a copy to the Company at the address specified herein; provided that any -------- such notice may be given solely to the Company, at the option of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ the party giving such notice; (Telecopy Noiii) if to any bank listed on the signature pages hereof, at its Domestic Lending Office specified opposite its name on Schedule I hereto; ---------- (iv) if to any other Bank, at its Domestic Lending Office specified in the Assignment and Acceptance or Designation Agreement pursuant to which it became a Bank; (v) if to the Administrative Agent, at the Domestic Lending Office specified opposite its name on Schedule I hereto; ---------- or as to the Borrowers and the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties, and as to each such other party, at such other address as shall be designated by such party in a written notice to the Company and the Administrative Agent. (▇▇▇) ▇▇▇-▇▇▇▇.All such notices and communications shall, when sent by overnight courier, mailed or telecopied, be effective when delivered to such courier, deposited in the mails, or telecopied and confirmed by return telecopy, respectively, except that notices and communications to the Administrative Agent pursuant to Articles II, ----------- III and VIII shall not be effective until received by the Administrative Agent. --- ---- (b) Notices If any notice required under this Agreement is permitted to be made, and other communications among is made, by telephone, actions taken or omitted to be taken in reliance thereon by the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a by any Bank shall be binding upon the Company and each other Borrower may, notwithstanding any inconsistency between the notice provided by telephone and any subsequent writing in its discretion, agree confirmation thereof provided to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by itthe Administrative Agent or such Bank; provided that approval of any such procedures may action -------- taken or omitted to be limited to particular notices taken by the Administrative Agent or communications. (c) Any party hereto may change its address or telecopy number for notices such Bank shall have been in good faith and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions terms of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeAgreement.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telegraphic or telecopy communication) and shall be delivered by hand mailed, telegraphed, telecopied or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:delivered, (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇Chicago, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Illinois 60601 Attention: Treasurer, Attention telecopy number (312) 326-8557; (ii) if to any Borrowing Subsidiary, at the address specified in the Assumption Letter pursuant to which it became a Borrowing Subsidiary, with a copy to the Company at the address specified herein; provided that any such notice may be given solely to the Company, at the option of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ the party giving such notice; (Telecopy Noiii) if to any bank listed on the signature pages hereof, at its Domestic Lending Office specified opposite its name on Schedule I hereto; (iv) if to any other Bank, at its Domestic Lending Office specified in the assignment agreement pursuant to which it became a Bank; (v) if to the Administrative Agent, at the Domestic Lending Office specified opposite its name on Schedule I hereto; or as to the Borrowers and the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties, and as to each such other party, at such other address as shall be designated by such party in a written notice to the Company and the Administrative Agent. (▇▇▇) ▇▇▇-▇▇▇▇All such notices and communications shall, when sent by overnight courier, mailed or telecopied, be effective when delivered to such courier, deposited in the mails, or telecopied and confirmed by return telecopy, respectively, except that notices and communications to the Administrative Agent pursuant to Articles II, III and VIII shall not be effective until received by the Administrative Agent. Notices hereunder to the Company shall not be given by electronic mail. (b) Notices If any notice required under this Agreement is permitted to be made, and other communications among is made, by telephone, actions taken or omitted to be taken in reliance thereon by the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a by any Bank shall be binding upon the Company and each other Borrower may, notwithstanding any inconsistency between the notice provided by telephone and any subsequent writing in its discretion, agree confirmation thereof provided to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by itthe Administrative Agent or such Bank; provided that approval of any such procedures may action taken or omitted to be limited to particular notices taken by the Administrative Agent or communications. (c) Any party hereto may change its address or telecopy number for notices such Bank shall have been in good faith and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions terms of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeAgreement.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including fax or e-mail communication) and shall be delivered by hand mailed, e-mailed, faxed or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇Attention: Chief Financial Officer; if to any Initial Lender Party, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender Party, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender Party; if to the Administrative Agent or the Collateral Agent, at its address at ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (Telecopy NoPlaza 8th Floor, Charlotte, North Carolina 28288, Attention: Agency Services; or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices All such notices and other communications among shall, when mailed, e-mailed or faxed, be effective when deposited in the Secured Partiesmails or transmitted by fax or e-mail, except that notices and communications to any Agent pursuant to Article II, III or VII shall not be effective until received by such Agent. Delivery by fax of an executed counterpart of a signature page to any amendment or waiver of any provision of this Agreement or the Collateral Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. Electronic mail and Internet and intranet websites may be used by the Administrative Agent and/or the Depository Bank hereunder Agents to distribute communications, such as financial statements and other information as provided in Section 5.03, and to distribute Loan Documents for execution by the parties thereto, and the Administrative Agent and the Agents shall not be responsible for any losses, costs, expenses and liabilities that may be delivered arise by reason of the use thereof, except for their own gross negligence or furnished by electronic communicationswillful misconduct. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement Lenders shall be deemed entitled to have been rely and act upon any notices (including telephonic notices) purportedly given and effectiveby or on behalf of the Borrower even if (a) such notices were not made in a manner specified herein, if sent were incomplete or were not preceded or followed by mail or courier on the date any form of delivery thereof to the address notice specified herein for such noticeherein, or if (b) the terms thereof, as understood by telecopier when the answerback is received or if recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by other means, such Person on the date of receipt; provided that a each notice purportedly given by telecopier or electronic communication on behalf of the Borrower in accordance with this Section 9.04 but received on Agreement, other than, with respect to any day Agent or Lender, the losses, costs, expenses and liabilities that result from the gross negligence or willful misconduct of such Agent or Lender. All telephonic notices to and other than a Business Day or after business hours in communications with the place Administrative Agent may be recorded by the Administrative Agent, and each of receipt, will be deemed the parties hereto hereby consents to be received on the next Business Day in that placesuch recording.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telecopy communication) and shall be telecopied or delivered (by hand mail, overnight delivery service or overnight courier serviceotherwise), mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentAccount Party, to it RenRe at the address set forth below on the signature pages hereof; if to any Lender, at its Lending Office, if to ▇▇▇▇▇ Fargo in its capacity as Issuing Bank, at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Mail Code NC-6034, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: International Operations – Standby Letter of Credit Department, Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇, if to ▇▇▇▇▇ Fargo in its capacities as Administrative Agent or Collateral Agent respectively, at its address shown on Schedule I, or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall be effective, (i) when telecopied, when transmitted by telecopier, (ii) when delivered via reputable overnight delivery service, on the next Business Day following the date of mailing with such overnight delivery service, and (iii) otherwise, upon delivery to the party receiving notice, except that notices and communications to the Administrative Agent pursuant to Article II, Article III or Article VII shall not be effective until received by the Administrative Agent. Manual delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. (b) Notices In addition to the methods of notice described in Section 9.2(a), notices and other communications among to the Secured Parties, the Collateral Agent and/or the Depository Bank Lenders hereunder may be delivered or furnished by electronic communicationscommunication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or a Borrower RenRe may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications communication pursuant to procedures approved by it; , provided that approval of such procedures may be limited to particular notices or communications. . Unless the Administrative Agent otherwise prescribes, (ci) Any party hereto may change its address or telecopy number for notices and other communications hereunder sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice to or other communication is not sent during the other parties hereto. All notices and other communications given to any party hereto in accordance with normal business hours of the provisions of this Agreement recipient, such notice or communication shall be deemed to have been given and effective, if sent by mail or courier at the opening of business on the date next business day for the recipient, and (ii) notices or other communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of delivery thereof notification that such notice or communication is available and identifying the website address therefor. (c) Each Credit Party hereby irrevocably and unconditionally authorizes RenRe to deliver any and all notices, statements, consents or other communications required or allowed on behalf of each of the Credit Parties pursuant to the address specified herein for Credit Documents, and the Administrative Agent, the Issuing Bank, the Collateral Agent and the Lenders shall be fully protected in relying upon any such notice, statement, consent or if other communication delivered by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeRenRe.

Notices, Etc. (a) Except in the case of where telephonic instructions or notices and other communications expressly permitted are authorized herein to be given by telephone (and subject to except as provided in paragraph (b) below), all notices notices, demands, instructions and other communications provided for herein required or permitted to be given to or made upon any party hereto or any other Person shall be in writing and shall be personally delivered by hand or overnight courier service, mailed by certified or registered mail or sent by registered or certified mail, postage prepaid, return receipt requested, or by a reputable overnight or courier delivery service, or by telecopier, and shall be deemed to be given for purposes of this Agreement when received or in the case of notice delivered by telecopy, as follows: (i) if to upon completion of transmission with a copy of such notice also being delivered under any of the Companymethods provided above, any Pipeline Borrower or all in accordance with the Collateral Agent, to it at its address provisions of this Section 12.3. Unless otherwise specified in a notice sent or pursuant delivered in accordance with the foregoing provisions of this Section 12.3, notices, demands, instructions and other communications in writing shall be given to Section 10.01 or made upon the respective parties hereto at their respective addresses (or to their respective telecopier numbers) indicated on Schedule 12.3(a) attached hereto or, in the case of any Assignee, on its signature page to its Assignment and Assumption Agreement and, in the Credit case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party on Schedule 12.3(a) attached hereto or such Assignment and Assumption Agreement; (ii) if to any Grantor, to it c/o as the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇case may be. (b) Notices and other communications among to or by the Secured PartiesAdministrative Agent, the Collateral Lenders and the Facing Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communicationscommunication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by Administrative Agent and the applicable Lender and, to the extent applicable, the Facing Agent. The Administrative Agent or a Borrower Company 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 procedures may be limited to particular notices or communications. . Unless Administrative Agent otherwise prescribes, (ci) Any party hereto may change its address or telecopy number for notices and other communications hereunder sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice to the or other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement communication is sent after 5:00 p.m. (New York City time), such notice or communication shall be deemed to have been given and effective, if sent by mail or courier on at the date opening of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that placesuch notice or communication is available and identifying the website address therefor.

Notices, Etc. (a) Except Unless specifically provided otherwise in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Agreement, all notices and other communications provided for herein hereunder shall be in writing (including facsimile) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it in care of FE at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender; if to the Administrative Agent, at its address at, Mizuho Bank, Ltd., Harborside Financial Center, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention of Attention: ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. , Phone: (▇▇▇) ▇▇▇-▇▇▇▇, Email: ▇▇▇_▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇. (b) Notices and ▇▇▇; if to any Fronting Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto; if to any other communications among the Secured PartiesFronting Bank, the Collateral Agent and/or the Depository at such address as shall be designated by such Fronting Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoparties; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All Subject to the other notice requirements of this Agreement, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof receipt if delivered by hand or overnight courier service, mailed or sent by facsimile to such party and received during the address specified herein for normal business hours of such notice, party as provided in this Section 8.02 or if by telecopier when in accordance with the answerback is received or if by other means, on the date of receipt; provided that a notice latest unrevoked direction from such party given by telecopier or electronic communication in accordance with this Section 9.04 but 8.02. If such notices and communications are received on any day other than a Business Day or after the normal business hours in the place of receiptsuch party, will receipt shall be deemed to be received on have been given upon the opening of the recipient’s next Business Day in that placeDay.

Notices, Etc. (a) Except in the case of notices and other communications expressly Any notice required or permitted to under this Agreement shall be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered deemed effectively given and received: (a) upon personal delivery to the party to be notified; (b) upon delivery by hand confirmed facsimile transmission if received by the recipient before 5:00 p.m. local time on a business day, and if not, then the next business day; (c) if to a U.S. resident, five (5) days after deposit with the United States Post Office, by registered or certified mail, postage prepaid; or (d) if to a U.S. resident, one (1) business day after deposit with a nationally recognized overnight courier service (or if to a non-U.S. resident, two (2) business days after deposit with an internationally recognized overnight courier service, mailed by certified or registered mail or sent by telecopyspecifying international priority delivery), as followsand addressed: (ia) if to the Company, any Pipeline Borrower or the Collateral Agentat: Alimera Sciences, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ Inc. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: Chief Executive Officer Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ With a copy to: ▇▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq. Telephone: ▇▇▇-▇▇▇-▇.▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ or at such other address as the Company shall have furnished to the Investors in writing; (b) Notices and other communications among if to the Secured PartiesInvestors, at the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 addresses of such procedures may be limited Investors specified on Exhibit A, Exhibit B or Exhibit C hereto, or at such other addresses as the Investors shall have furnished to particular notices or communications.the Company in writing; (c) Any party hereto may change its if to a Holder other than the Investors, at such Holder’s address or telecopy number for notices and other communications hereunder by notice as shall have been furnished to the other parties hereto. All notices and other communications given to any party hereto Company in accordance with the provisions of this Agreement shall be deemed to have been given and effective, writing; and (d) if sent by mail or courier on the date of delivery thereof to the address Common Holders, at the addresses of such Common Holders specified herein for such noticeon Exhibit D hereto, or if by telecopier when at such other addresses as the answerback is received or if by other means, on Common Holders shall have furnished to the date of receipt; provided that a notice given by telecopier or electronic communication Company in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placewriting.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted Subject to be given by telephone (and subject to paragraph clause (b) below), all notices and other communications provided for herein (other than Notices of Borrowing and Notices of Continuation or Conversion, which are governed by Article 2 of this Agreement) shall be in writing and shall be hand delivered with written receipt, telecopied, sent by hand or facsimile (with a hard copy sent as otherwise permitted in this Section 9.9), sent by a nationally recognized overnight courier servicecourier, mailed by certified or registered mail or sent by telecopycertified mail, return receipt requested as follows: if to a Credit Party, as follows: (i) specified on Schedule I, if to the Company, any Pipeline Borrower Administrative Agent or the Collateral AgentIssuing Lender, to it at its address credit contact specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) under its name on Schedule I, and if to any Grantor, to it c/o the Company Lender at the address is credit contact specified in its Administrative Questionnaire. Each party may change its notice address by written notification to the other parties. All such notices and communications shall be effective when delivered, except that notices and communications to any Lender or the Issuing Lender pursuant to clause (i) above; (iii) if to Article 2 shall not be effective until received and, in the Depository Bankcase of telecopy, to it at JPMorgan Chase Banksuch receipt is confirmed by such Lender or Issuing Lender, N.A.as applicable, Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇verbally or in writing. (b) Notices and other communications among to the Secured Parties, the Collateral Agent and/or the Depository Bank Lenders hereunder may be delivered or furnished by electronic communicationscommunications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article 2 or Section 5.2(g) or (k) of this Agreement unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or a the Borrower may, in its their 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (x) in writing (including telecopier communication) and shall be mailed, telecopied or delivered by hand or overnight courier service(y) as and to the extent set forth in Section 9.02(b) and in the proviso to this Section 9.02(a), mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentGuarantor, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention Attention: Bank Loan Syndications Department; or, as to the Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent, provided that materials required to be delivered pursuant to Section 5.01(a) shall be delivered to the Agent as specified in Section 9.02(b) or as otherwise specified to the Borrower by the Agent. All such notices and communications shall, when mailed, telecopied, telegraphed or e-mailed, be effective when received. Delivery by telecopier of ▇▇▇▇▇ ▇▇▇▇▇an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. (b) So long as CUSA or any of its Affiliates is the Agent, materials required to be delivered pursuant to Section 5.01(a) may be delivered to the Agent in an electronic medium in a format reasonably acceptable to the Agent and the Lenders by e-mail at ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇@▇▇▇▇▇▇▇▇▇. (b) Notices ▇▇▇ and shall deliver in written form such materials to any Lender that so requests in writing. Each Loan Party agrees that the Agent may make such materials, as well as any other written information, documents, instruments and other communications among material relating to the Secured PartiesBorrower, any of its Subsidiaries or any other materials or matters relating to this Agreement, the Collateral 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 (the "Platform"). Each Loan Party 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 distribution, (ii) the Platform is provided "as is" and "as available" and (iii) neither the Agent and/or nor any of its Affiliates warrants the Depository Bank hereunder may be delivered accuracy, adequacy or furnished 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 electronic communications. The Administrative the Agent or a Borrower may, any of its Affiliates 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 procedures may be limited to particular notices or communicationsconnection with the Platform. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by 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, documents or other parties hereto. All notices and other communications given materials to any party hereto in accordance with the provisions such Lender for purposes of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receiptAgreement; provided that if requested by any Lender the Agent shall deliver a notice given copy of the Communications to such Lender by telecopier email or telecopier. Each Lender agrees (i) to notify the Agent in writing of such Lender's e-mail address to which a Notice may be sent by electronic communication in accordance with transmission (including by electronic communication) on or before the date such Lender becomes a party to this Section 9.04 but received Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any day other than a Business Day or after business hours in the place of receipt, will Notice may be deemed sent to be received on the next Business Day in that placesuch e-mail address.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service with next day delivery specified, costs prepaid on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven (7) days after the placement of the notice into the mails (first class postage prepaid), to the party at the address or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: Transphorm, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any GrantorInc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ P.C. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Attn: ▇▇▇▇▇ ▇▇▇▇▇-▇ Email: ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-@▇▇▇▇. (b) Notices and ▇▇▇ if to a Holder, to: such Holder at the address set forth on the signature page hereto or in the Company’s records; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place10(h).

Notices, Etc. (a) Except as provided in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein (other than Notices of Borrowing and Notices of Continuation or Conversion, which are governed by Article 2 of this Agreement) shall be in writing and shall be hand delivered with written receipt, sent by hand or a nationally recognized overnight courier servicecourier, mailed by certified or registered mail or sent by telecopycertified mail, return receipt requested as follows: if to a Credit Party, as follows: (i) specified on Schedule 9.9, if to the CompanyAdministrative Agent or an Issuing Lender, any Pipeline Borrower or the Collateral Agent, to it at its address credit contact specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) under its name on Schedule 9.9, and if to any Grantor, to it c/o the Company Lender at the address is credit contact specified in its Administrative Questionnaire. Each party may change its notice address by written notification to the other parties. All such notices and communications shall be effective when delivered, except that notices and communications to any Lender or an Issuing Lender pursuant to clause (i) above; (iii) if Article 2 shall not be effective until received notices delivered through electronic communications to the Depository Bankextent provided in paragraph (b) below, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ shall be effect as provided in said paragraph (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇b). (b) Notices and other communications among to the Secured Parties, the Collateral Administrative Agent and/or the Depository Bank and each Lender hereunder may be delivered or furnished by electronic communications. The Administrative Agent communication (including e-mail, internet or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications intranet websites) pursuant to procedures approved by itthe Administrative Agent; provided that approval (i) such communication is followed promptly by an original delivered in accordance with paragraph (a) above and (ii) the foregoing shall not apply to notices to the Administrative Agent or any Lender pursuant to Article 2 if such Person has notified the Borrower that it is incapable of receiving notices under such procedures may be limited to particular notices or communications. article by electronic communication. Unless the Administrative Agent otherwise prescribes, (cA) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice sent to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement an e-mail address shall be deemed to have been given and effectivereceived upon sender’s receipt of an acknowledgment from the recipient (such as by the “Return Receipt Requested” function, if sent by as available, return e-mail or courier on other written acknowledgment), and (B) notices or communications posted to an internet or intranet website shall be deemed received upon the date of delivery thereof to deemed receipt by the intended recipient at its e-mail address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours as described in the place foregoing clause (1) of receipt, will be deemed to be received on notification that such notice or communication is available and identifying the next Business Day in that placewebsite address therefor.

Notices, Etc. to Trustee and Company. (a) Except in the case Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if delivered to an officer of notices and the Trustee at [•], Attention: [•], or if sent by facsimile transmission, e-mail or other communications expressly permitted electronic communication (with receipt confirmed) to [•] or [•], Attention: [•], shall be deemed to be validly given at the time of delivery or transmission if it is received prior to 4:00 p.m. (Toronto time) on a Business Day, failing which it shall be deemed to have been given on the next Business Day. The Trustee may from time to time notify the Company of a change in address, facsimile number or email address which thereafter, until changed by telephone (and subject to paragraph like notice, shall be the address, facsimile number or e-mail address of the Trustee for the purposes of this Indenture; or (b) below), all notices and other communications provided for herein the Company by the Trustee or by any Holder shall be in writing and shall be sufficient for every purpose hereunder if delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankBrookfield Place, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇Attention: [•], Attention of ▇▇▇▇▇ ▇▇▇▇▇or, if sent by e-▇▇▇▇▇▇▇▇ mail, at [•] and [•] (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and or pursuant to such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder delivery instructions as may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications Trustee in writing hereinafter) shall be deemed to be validly given at the time of delivery or transmission if it is received prior to any party hereto in accordance with the provisions of this Agreement 4:00 p.m. (Toronto time) on a Business Day, failing which it shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day Day. The Company may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Company for the purposes of this Indenture. Copies of any notices that placeare sent to the Company by any Holder will be sent by such Holder to the Trustee.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified, costs prepaid) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of facsimile is mechanically or electronically generated and kept on file by the sending party and confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven days after the placement of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: Miramar Labs, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any GrantorInc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Santa Clara, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankCA 95051 Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: __________________ E-mail Address: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, P.C. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇ E-mail Address: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇. (b) Notices and ▇▇▇ if to a Purchaser or Broker, to: such Purchaser or Broker at the address set forth on the signature page hereto; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place11(f).

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (a) in writing (including telegraphic, telecopier,telex communication or in “pdf” format and shall be sent, telegraphed, telecopied, telexed or otherwise delivered or (b) by hand or overnight courier serviceelectronic mail (if electronic mail addresses are designated as provided below) confirmed immediately in writing, mailed by certified or registered mail or sent by telecopy, as follows: in the case of : (i) if to the Company, any Pipeline Borrower or the Collateral Agent; (ii) UHS; (iii) each Grantor other than UHS, addressed to it at its address set forth opposite such Grantor’s name on the signature pages hereto or on the signature page to the Security Agreement Supplement pursuant to which it became a party hereto; (iv) any Additional Pari Passu Agent, at such address as such Additional Pari Passu Agent shall have specified in or the Additional Pari Passu Joinder Agreement delivered pursuant to Section 10.01 of 23(c) in connection with the Credit Agreement; Additional Pari Passu Agreement associated therewith; and (iiv) if to any Grantorother party, to it c/o the Company at the such other address specified as shall be designated by such party in or pursuant to clause (i) above; (iii) if a written notice to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇other parties. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, in its discretion, agree to accept All such notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have be given or made upon the earlier to occur of (a) actual receipt by the relevant party hereto and (b) (i) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (ii) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (iii) if delivered by facsimile, when sent and receipt has been given confirmed; and effective(iv) if delivered by electronic mail, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given delivered. Delivery by telecopier or electronic communication in accordance with “pdf” of an executed counterpart of any amendment or waiver of any provision of this Section 9.04 but received on Agreement or of any day other than a Business Day Security Agreement Supplement, Additional Pari Passu Joinder Agreement or after business hours in the place Schedule hereto shall be effective as delivery of receipt, will be deemed to be received on the next Business Day in that placean original executed counterpart thereof.

Notices, Etc. (a) Except in the case of notices where telephonic instructions are authorized herein to be given, all notices, demands, instructions and other communications expressly required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or made upon any party hereto shall be in writing writing, unless otherwise expressly specified herein, and shall be (i) personally delivered or sent by hand registered, certified or overnight express mail or postage prepaid, or by prepaid courier service, mailed or by certified electronic mail (if the recipient has provided an email address) to the address or registered mail or sent by telecopyemail address, as follows: applicable, set forth with respect to such party on Schedule 6 (i) or, if not provided on Schedule 6 with respect to any party, such address or email address provided by such party in writing to the CompanyAdministrative Agent), any Pipeline Borrower or (ii) made available on the Collateral Agent, to it ’s website initially located at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ .▇▇.▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, .▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇(assistance using the website may be obtained by calling the Collateral Agent’s customer service desk at ▇▇▇-▇▇▇▇-▇▇▇▇ or (Telecopy No. (▇▇▇iii) ▇▇▇-▇▇▇▇. (b) Notices and other communications among in the Secured Partiescase of notices to any Lender, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by posted to an electronic communications. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures system approved by it; provided or set up by or at the direction of the Administrative Agent, and shall in each case be deemed to be given for purposes of this Agreement on the day that approval of such procedures may be limited to particular notices writing is received by the intended recipient thereof or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto posted in accordance with the provisions of this Agreement Section 12.02. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 12.02, notices, demands, instructions and other communications in writing shall be deemed given to have been given and effectiveor made upon the respective parties hereto at their respective addresses (or to their respective email addresses) indicated in Schedule 6 (or, if sent not provided on Schedule 6 with respect to any party, such address or email address provided in writing by mail or courier on the date of delivery thereof such party to the address specified herein Administrative Agent), and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such noticeparty in Schedule 6 (or, if not provided on Schedule 6 with respect to any party, such telephone number or if numbers provided in writing by telecopier such party to the Administrative Agent). Each party shall notify the Administrative Agent in writing of any changes in the address, telephone number or email address to which notices to such Person should be directed, and of such other administrative information as the Administrative Agent shall reasonably request. Notwithstanding anything herein to the contrary, when any notice is sent or delivered to the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication Borrower in accordance with this Section 9.04 but Agreement, reasonable efforts shall be made to also send a copy of such notice to the Collateral Manager. (b) Each of the Collateral Agent, the Custodian and the Collateral Administrator hereby agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured email (or .pdf files of executed documents) or other similar unsecured electronic methods; provided that any person providing such instructions or directions shall provide to any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, an incumbency certificate listing such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If any party hereto elects to give any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable or email (or .pdf files of executed documents), the Collateral Agent’s, the Custodian’s or the Collateral Administrator’s understanding of such instructions actually received by any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, shall be deemed controlling in the event that such instructions are ambiguous; provided that prior to acting in response to any such instructions that it deems to be ambiguous, the Collateral Agent, Custodian or Collateral Administrator shall use commercially reasonable efforts to contact the instructing party and obtain from such instructing party any necessary clarifications with respect to such instructions. Each of the other parties hereto understands and agrees that none of the Collateral Agent, the Custodian or the Collateral Administrator can determine the identity of the actual sender of such instructions and that the Collateral Agent, the Custodian or the Collateral Administrator shall conclusively presume that directions that purport to have been sent by an officer listed on the incumbency certificate provided to it have been sent by such officer. The other parties hereto shall be responsible for ensuring that only authorized officers transmit such instructions to the Collateral Agent, the Custodian or the Collateral Administrator and that each such party is solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by it. None of the Collateral Agent, the Custodian or the Collateral Administrator shall be liable for any losses, costs or expenses arising directly or indirectly from the Collateral Agent’s, the Custodian’s or the Collateral Administrator’s, as applicable, reasonable, good faith reliance upon and compliance with such instructions, notwithstanding that such directions conflict with or are inconsistent with a subsequent written instruction, subject to the duty of care applicable to such Person acting in such capacity. Each of the other parties hereto agrees (i) to assume all risks arising out of its respective use of such electronic methods to submit instructions and directions to any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, including without limitation the risk of any of the Collateral Agent, the Custodian or the Collateral Administrator, as applicable, acting on unauthorized instructions, and the risk of interception and misuse by third parties, (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting instructions to the Collateral Agent, the Custodian or the Collateral Administrator and that there may be more secure methods of transmitting instructions than the method(s) selected by it, (iii) that the security procedures (if any) to be followed in connection with its transmission of instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances and (iv) to notify the Collateral Agent, the Custodian or the Collateral Administrator immediately upon learning of any compromise or unauthorized use of the security procedures. (c) By executing this Agreement, the parties hereto hereby acknowledge and agree, and direct the Collateral Agent, the Custodian and the Collateral Administrator to acknowledge and agree and the Collateral Agent, the Custodian and the Collateral Administrator do hereby acknowledge and agree, that execution of this Agreement, any instruction, direction, notice, form or other document executed by any party to this Agreement or the Facility Documents in connection with this Agreement or such other Facility Documents, by electronic signatures (whether by ▇▇▇▇▇, Adobe Fill & Sign, Adobe Sign, DocuSign, or any other similar platform identified by such party and reasonably available at no undue burden or expense to the Collateral Agent, the Custodian or the Collateral Administrator) shall be permitted hereunder notwithstanding anything to the contrary herein and such electronic signatures shall be legally binding as if such electronic signatures were handwritten signatures. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer shall be considered signed or executed by such Responsible Officer on such party’s behalf. To the extent received from a Responsible Officer, the parties hereto also hereby acknowledge and agree that the Collateral Agent, the Custodian and the Collateral Administrator shall have no duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placesuch electronic signature without any liability with respect thereto.

Notices, Etc. to Trustee, Issuer and the Guarantors. (a) Except in the case of notices and other communications expressly permitted to be given Trustee by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein any Holder or by the Issuer or any Guarantor shall be in writing and shall be sufficient for every purpose hereunder if delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 an officer of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company Trustee at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust, or if sent by facsimile transmission, e-mail or other electronic communication to (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Attention: Corporate Trust, with a copy to Computershare, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention Attention: General Counsel, and in either case shall be deemed to be validly given at the time of delivery or transmission if it is received prior to 4:00 p.m. (New York time) on a Business Day, failing which it shall be deemed to have been given on the next Business Day. The Trustee may from time to time notify the Issuer and the Guarantors of a change in address, facsimile number or email address which thereafter, until changed by like notice, shall be the address, facsimile number or e-mail address of the Trustee for the purposes of this Indenture; or (b) the Issuer, the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder if delivered to the Issuer at Brookfield Place, Suite 300, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-, General Counsel, or, if sent by email, at ▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, or to the Company or any Guarantor at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇ Bermuda, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, General Counsel, or, if sent by e-mail, at ▇▇▇▇▇▇▇▇. ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (b) Notices and or pursuant to such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder delivery instructions as may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications Trustee in writing hereinafter) shall be deemed to be validly given at the time of delivery or transmission if it is received prior to any party hereto in accordance with the provisions of this Agreement 4:00 p.m. (Toronto time) on a Business Day, failing which it shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day Day. The Issuer, the Company or any such Guarantor may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Issuer, the Company or such Guarantor (as applicable) for the purposes of this Indenture. Copies of any notices that placeare sent to the Issuer, the Company or any Guarantor by any Holder will be sent by such Holder to the Trustee.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telecopy communication) and shall be delivered by hand mailed, telecopied or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (Telecopier (▇▇▇) ▇▇▇-▇▇▇▇), Attention: Chief Financial Officer with a copy to Borrower’s general counsel at the same address (Telecopier (▇▇▇) ▇▇▇-▇▇▇▇); if to any Initial Lender, the Swing Line Bank or the Initial Issuing Bank, at its Base Rate Lending Office specified opposite its name on Schedule I hereto; if to any other Lender Party, at its Base Rate Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender Party; and if to the Administrative Agent, at its address at Eleven ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No, Attention: Agency Group Manager; or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Administrative Agent. (▇▇▇) ▇▇▇-▇▇▇▇All such notices and other communications shall, when mailed or telecopied, be effective when deposited in the mails, or transmitted by telecopier, respectively, except that notices and communications to any Agent pursuant to Article II, III or VII shall not be effective until received by such Agent. Delivery by telecopier of an executed counterpart of a signature page to any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. (b) Notices If any notice required under this Agreement is permitted to be made, and other communications among is made, by telephone, actions taken or omitted to be taken in reliance thereon by the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a any of the Lender Parties shall be binding upon the Borrower may, and the other Loan Parties notwithstanding any inconsistency between the notice provided by telephone and any subsequent writing in its discretion, agree confirmation thereof provided to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by itthe Administrative Agent or such Lender Party; provided that approval of any such procedures may action taken or omitted to be limited to particular notices taken by the Administrative Agent or communications. (c) Any party hereto may change its address or telecopy number for notices such Lender Party shall have been in good faith and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions terms of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeAgreement.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service with next day delivery specified, costs prepaid on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the time of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of facsimile is mechanically or electronically generated and kept on file by the sending party and confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven (7) days after the placement of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: SmartKem, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any GrantorInc. Manchester Technology Center, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankHexagon Tower Delaunays Road, to it at JPMorgan Chase BankBlackley Manchester, N.A., Institutional Trust Services, ▇ M9 8GQ UK Attention: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Email: ▇, ▇▇▇▇ .▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ @▇▇▇▇▇, Attention of ▇▇▇.▇▇▇ with copy to: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇ LLP ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇ ▇▇▇) ▇, ▇▇ ▇▇▇-▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇. (b) Notices and ▇▇▇ if to a Holder, to: such Holder at the address set forth on the signature page hereto or in the Company’s records; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place10(h).

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified, costs prepaid) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of facsimile is mechanically or electronically generated and kept on file by the sending party and confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven days after the placement of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: ▇▇▇▇▇▇▇, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Executive Officer Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ with a copy (iiwhich shall not constitute notice) if to any Grantorto: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, P.C. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ Attention: ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-@▇▇▇▇. (b) Notices and ▇▇▇ if to a Purchaser, to: such Purchaser at the address set forth on the signature page hereto; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place10(f).

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (x) in writing (including telecopier communication) and shall be mailed, telecopied, or delivered by hand or overnight courier service(y) as and to the extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a), mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it the Company at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇7▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy Road, Purchase, New York 10577, Attention: Assistant Treasurer, Telecopier No. (▇▇▇) ▇▇▇-▇▇▇▇. , with a copy to General Counsel, Telecopier No. (b▇▇▇) Notices and other communications among the Secured Parties▇▇▇-▇▇▇▇; if to any Initial Lender, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, at its Domestic Lending Office set forth in its discretionAdministrative Questionnaire; if to any other Lender, agree to accept notices at its Domestic Lending Office specified in the Assignment and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved which it became a Lender; and if to the Agent, at the Agent’s Address; or, as to the Company or the Agent, at such other address as shall be designated by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by in a written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(d) shall be delivered to the Agent as specified in the last sentence of Section 5.01(d). All such notices and other communications given to any party hereto in accordance with the provisions of this Agreement mailed or sent by hand or overnight courier service shall be deemed to have been given when received; notices and effectivecommunications sent by telecopier shall be deemed to have been given when sent (except that, if sent by mail or courier not received during normal business hours for the recipient, shall be deemed to have been received at the opening of business on the date of delivery thereof next business day for the recipient). The Company and the Agent may agree to accept notice and other communications by electronic means pursuant to procedures approved by both parties. (b) The Company agrees that the Agent may make any written information, documents, instruments and other written materials that have been provided to the address specified herein Agent pursuant to the terms hereof (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). The Company 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 distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, 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 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”) received by it during its normal business hours specifying that any Communications have been posted to the Platform shall constitute effective delivery of such noticeinformation, documents or if by telecopier when the answerback is received or if by other means, on the date materials to such Lender for purposes of receiptthis Agreement; provided that if requested by any Lender the Agent shall deliver a notice given copy of the Communications to such Lender by telecopier e-mail or telecopier. Each Lender agrees (i) to notify the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic communication in accordance with transmission (including by electronic communication) on or before the date such Lender becomes a party to this Section 9.04 but received Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any day other than a Business Day or after business hours in the place of receipt, will Notice may be deemed sent to be received on the next Business Day in that placesuch e-mail address.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified, costs prepaid) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of facsimile is mechanically or electronically generated and kept on file by the sending party and confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven days after the placement of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: Mohawk Group Holdings, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any GrantorInc. ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇, President & CEO Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ with copies (which shall not constitute notice) to: Fenwick & West, LLP 1211 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇, Esq. E-mail: ▇▇▇▇▇▇▇▇ (Telecopy No. (▇@▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among ▇▇▇, or if to a Purchaser, Broker or Holder of Merger Shares or Pre-Merger Shares, to such person at the Secured Parties, address set forth on the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower maysignature page hereto; or, in its discretioneither case, agree to accept notices and at such other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any address as any party hereto may change its address or telecopy number for notices and other communications hereunder by notice shall have furnished to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place11(g).

Notices, Etc. (a) Except Unless specifically provided otherwise in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Agreement, all notices and other communications provided for herein hereunder shall be in writing (including facsimile) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it in care of FE at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇; if to any Bank, at its DomesticApplicable Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its DomesticApplicable Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender; if to the Administrative Agent, at its address at, Mizuho Bank, Ltd., Harborside Financial Center, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention of Attention: ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and , Phone: , Email: ; if to any Fronting Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto; if to any other communications among the Secured PartiesFronting Bank, the Collateral Agent and/or the Depository at such address as shall be designated by such Fronting Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoparties; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All Subject to the other notice requirements of this Agreement, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof receipt if delivered by hand or overnight courier service, mailed or sent by facsimile to such party and received during the address specified herein for normal business hours of such notice, party as provided in this Section 8.02 or if by telecopier when in accordance with the answerback is received or if by other means, on the date of receipt; provided that a notice latest unrevoked direction from such party given by telecopier or electronic communication in accordance with this Section 9.04 but 8.02. If such notices and communications are received on any day other than a Business Day or after the normal business hours in the place of receiptsuch party, will receipt shall be deemed to be received on have been given upon the opening of the recipient’s next Business Day in that placeDay.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower each Agent, and the Issuing Bank at the addresses (or facsimile number) set forth below. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; and notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in such paragraph (b). If to the Borrower: CURO Financial Technologies Corp. ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: President and Chief Executive Officer If to the Administrative Agent, Issuing Bank or Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, : Bay Coast Bank ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ . ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Partiesto any Agent, the Collateral Agent and/or Lenders and the Depository Issuing Bank hereunder may be delivered or furnished by electronic communications. The communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by such Agent, the Lenders and the Issuing Bank; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. Each Agent or a the 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 procedures may be limited to particular notices or communications. ; provided, further, that any Borrowing Request or notice of an Event of Default shall be promptly confirmed by facsimile. Unless Administrative Agent otherwise prescribes, (ci) Any party hereto may change its address or telecopy number for notices and other communications hereunder sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice to or other communication is not sent during the other parties hereto. All notices and other communications given to any party hereto in accordance with normal business hours of the provisions of this Agreement recipient, such notice or communication shall be deemed to have been given and effective, if sent by mail or courier on at the date opening of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that placesuch notice or communication is available and identifying the website address therefore.

Notices, Etc. (a) Except in Any notice, statement or other paper, document or communication made or given by the Issuer or the Guarantor, as the case of notices and other communications expressly permitted may be, to be given by telephone (and subject the Paying Agent pursuant to paragraph (b) below), all notices and other communications provided for herein the procedures set forth in this Exhibit B shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyemail or fax or communicated by telephone, as follows: follows (i) if to or as the Company, any Pipeline Borrower or Paying Agent shall have notified the Collateral Agent, to it at its address specified others in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, writing): ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇; Fax: +▇ ▇▇▇ ▇▇▇ ▇▇▇▇; Tel.: +▇ ▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇. Any notice, statement or other paper, document or communication made or given by the Paying Agent to the Issuer or the Guarantor, as the case may be, pursuant to the procedures set forth in this Exhibit B, other than a Payment Statement, shall be sent by email or fax or communicated by telephone, as follows (or as the Issuer or the Guarantor, as the case may be, shall have notified the Paying Agent in writing): ▇, ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇; Fax: +▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇; Tel.: +▇▇ ▇▇ ▇▇▇ ▇▇▇▇. Non-original copies of a Payment Statement shall be sent by email or fax to the Issuer and the Guarantor. The original copy of a duly executed and completed Payment Statement shall be sent by posted mail to the Issuer and the Guarantor at the following address: ▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇--Domper, Distrito Telefónica, Edificio Central Plta. 2, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇/▇, ▇▇▇▇▇ ▇▇▇▇▇▇. FORM OF PAYMENT STATEMENT TO BE DELIVERED BY THE PAYING AGENT Modelo de declaración a que se refieren los apartados ▇, ▇ ▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇ ▇▇▇) ▇▇▇-▇ ▇▇▇▇. ▇▇▇▇▇▇ General de las actuaciones y los procedimientos de gestión e inspección tributaria y de desarrollo de las normas comunes de los procedimientos de aplicación de los tributos1 Model declaration form referred to in paragraphs 3, 4 and 5 of section 44 of the General Regulations of conduct and procedures relating to tax administration and inspection and the development of general rules of procedures for the enforcement of taxes Mr. (bname), with tax identification number (1) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may(…), in the name and on behalf of (declaring entity), with tax identification number (1) (…), with domicile in (address) acting 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 procedures may be limited to particular notices or communications. capacity as (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.check as appropriate)

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein shall hereunder shall, unless otherwise stated herein, be in writing and shall be mailed or telecommunicated, or delivered by hand or overnight courier serviceas to each party hereto, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified set forth below or at such other address as shall be designated by such party in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if a written notice to the Depository Bankother parties hereto. All such notices and communications shall not be effective until received by the party to whom such notice or communication is addressed. Bluegreen Vacations Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President, CFO & Treasurer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Bluegreen Timeshare Finance Corporation I ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇-▇▇▇▇ ▇. HerzPaul ▇▇▇▇▇▇▇▇ (Telecopy No. ▇, President & Assistant Treasurer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among ▇ No Waiver; Remedies. No failure on the Secured Partiespart of the Seller, the Collateral Agent and/or Depositor or any assignee thereof to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the Depository Bank hereunder may be delivered or furnished by electronic communicationsexercise of any other right. The Administrative Agent remedies herein provided are cumulative and not exclusive of any other remedies provided by law. Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of the Depositor and its respective successors and assigns. Any assignee of the Depositor shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. The Seller may not assign any of its rights and obligations hereunder or a Borrower any interest herein without the prior written consent of the Depositor and any assignee thereof. The Depositor may, in and intends to, assign all of its discretion, agree to accept notices and other communications to it rights hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices Issuer and other communications given the Seller consents to any party such assignment. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, however, that the provisions rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Section 5 hereof and the repurchase or substitution and indemnification obligations shall be continuing and shall survive any termination of this Agreement shall but such rights and remedies may be deemed to have been given enforced only by the Depositor, the Issuer and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeIndenture Trustee.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (a) in writing (including telegraphic, telecopier or telex communication) and shall be mailed, telegraphed, telecopied, telexed or otherwise delivered or (b) by hand or overnight courier serviceelectronic mail (if electronic mail addresses are designated as provided below) confirmed immediately in writing, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to in the Company, any Pipeline case of the Borrower or the Collateral AgentAgent (as provided for the Administrative Agent thereunder), addressed to it at its address specified in the Credit Agreement and, in the case of each Grantor other than the Borrower, addressed to it at its address set forth opposite such Grantor’s name on the signature pages hereto or on the signature page to the Security Agreement Supplement pursuant to Section 10.01 which it became a party hereto; or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (a) actual receipt by the relevant party hereto and (b) (i) if delivered by hand or by courier, when signed for by or on behalf of the Credit Agreement; relevant party hereto; (ii) if to any Grantordelivered by mail, to it c/o four (4) Business Days after deposit in the Company at the address specified in or pursuant to clause (i) above; mails, postage prepaid; (iii) if to the Depository Bankdelivered by facsimile, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ when sent and receipt has been confirmed; and (Telecopy No. (▇▇▇iv) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be if delivered or furnished by electronic communicationsmail, when delivered. The Administrative Agent Delivery by telecopier of “pdf” of an executed counterpart of any amendment or a 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 waiver of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions provision of this Agreement or of any Security Agreement Supplement or Schedule hereto shall be deemed to have been given and effective, if sent by mail or courier on the date effective as delivery of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placean original executed counterpart thereof.

Notices, Etc. (a) Except in the case of notices and other communications Unless otherwise expressly permitted to be given by telephone (and subject to paragraph (b) below)provided herein, all notices and other communications provided for herein hereunder shall be in writing and (including by facsimile transmission). All such written notices shall be delivered by hand mailed, faxed or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, addressed to it c/o the Company at the address, facsimile number or (subject to clause (c) below), electronic mail address set forth opposite its name on the signature pages hereof, if to any Agent or any Lender, at its address, facsimile number or (subject to clause (c) below), electronic mail address specified in Section 11.02 of the Credit Agreement, if to any Hedge Bank party to any Secured Hedge Agreement, at its address, facsimile number or pursuant (subject to clause (ic) above; (iii) below), electronic mail address specified in the Secured Hedge Agreement to which it is a party, if to the Depository Bankany Cash Management Bank party to any Secured Cash Management Agreement, at its address, facsimile number or (subject to it at JPMorgan Chase Bankclause (c) below), N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among electronic mail address specified in the Secured PartiesCash Management Agreement to which it is a party, the Collateral Agent and/or the Depository Bank hereunder may or, as to any party, at such other address as shall be delivered or furnished designated by electronic communicationssuch party in a written notice to each other party. The Administrative Agent or a Borrower may, in its discretion, agree to accept All such notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been given confirmed by telephone; and effective, (D) if sent delivered by electronic mail or courier on the date (which form of delivery thereof is subject to the address specified herein for such provisions of clause (c) below), when delivered. In no event shall a voicemail message be effective as a notice, communication or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeconfirmation hereunder.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower or Capital One, National Association, Investment Manager, Collateral Custodian, the Collateral AgentDocument Custodian, to it at its address specified in or pursuant to Section 10.01 of the Credit AgreementAccount Bank, as set forth on Annex A; (ii) if to any Grantorthe Administrative Agent, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankCapital One, to it at JPMorgan Chase Bank, N.A., Institutional Trust ServicesNational Association, ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇ (Email: ▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) .▇▇▇-▇▇▇▇); (iii) if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire. (b) Notices and other communications among to the Secured Parties, the Collateral Agent and/or the Depository Bank Lenders hereunder may be delivered or furnished by electronic communicationscommunication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that, the foregoing shall not apply to notices to any Lender pursuant to Article II if such ▇▇▇▇▇▇ has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or a the 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 that, approval of such procedures may be limited to particular notices or communications. . Unless the Administrative Agent otherwise prescribes, (ci) Any party hereto may change its address or telecopy number for notices and other communications hereunder sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that, if such notice to or other communication is not sent during the other parties hereto. All notices and other communications given to any party hereto in accordance with normal business hours of the provisions of this Agreement recipient, such notice or communication shall be deemed to have been given and effective, if sent by mail or courier at the opening of business on the date next business day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of delivery thereof notification that such notice or communication is available and identifying the website address therefor. (c) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Syndicate Communications available to the address specified herein Lenders by posting such Syndicate Communications on the Platform. The Platform is provided by the Administrative Agent “as is” and “as available”. The Agent Parties (defined below) do not warrant the accuracy or completeness of the Syndicate Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Syndicate Communications. 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 any Agent Party in connection with the Syndicate Communications or the Platform. In no event shall the Administrative Agent or any of its Affiliates (collectively, the “Agent Parties”) have any liability to the Borrower, any Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or any Agent Party’s transmission or posting of Obligor materials through the Platform or via email, except to the extent such noticelosses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Lender or any other Person for indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages). (d) Notwithstanding the foregoing, the Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or if by telecopier when the answerback is received or if by respective securities of any of the foregoing, and who may be engaged in investment and other meansmarket-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) all Syndicate Communications that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the date of receiptfirst page thereof; provided that a notice given (ii) by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in marking Syndicate Communications “PUBLIC”, the place of receipt, will Borrower shall be deemed to authorize the Administrative Agent and the Lenders to treat such Syndicate Communications as not containing any material non-public information with respect to the Borrower or any Affiliate thereof or their respective securities for purposes of United States Federal and state securities laws; (iii) all Syndicate Communications marked “PUBLIC” are permitted to be received made available through the Platform; and (iv) the Administrative Agent shall be entitled to treat any Syndicate Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the next Business Day Platform designated as “Non-Public Information”. (e) Each of U.S. Bank Trust Company, National Association and U.S. Bank National Association in each of their respective capacities under the Transaction Documents agrees to accept and act upon instructions or directions pursuant to this Agreement or any other Transaction Document, or any document executed in connection herewith or therewith, sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that placeany person providing such instructions or directions shall provide to U.S. Bank Trust Company, National Association and U.S. Bank National Association an incumbency certificate listing persons designated to provide such instructions or directions as such incumbency certificate may be supplemented from time to time. If any person elects to give U.S. Bank Trust Company, National Association or U.S. Bank National Association email or facsimile instructions (or instructions by a similar electronic method) and U.S. Bank Trust Company National Association or U.S. Bank National Association, as applicable, in its discretion elects to act upon such instructions, U.S. Bank Trust Company, National Association’s or U.S. Bank National Association’s, as applicable, reasonable understanding of such instructions shall be deemed controlling. U.S. Bank Trust Company, National Association and U.S. Bank National Association shall not be liable for any losses, costs or expenses arising directly or indirectly from U.S. Bank Trust Company, National Association’s or U.S. Bank National Association’s, as applicable, reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions acknowledges and agrees that there may be more secure methods of transmitting such instructions than the method(s) selected by it and agrees that the security procedures (if any) to be followed in connection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service with next day delivery specified, costs prepaid on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven (7) days after the placement of the notice into the mails (first class postage prepaid), to the party at the address or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: Transphorm, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any GrantorInc. ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Email: ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ with copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ P.C. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Attn: ▇▇▇▇▇ ▇▇▇▇▇-▇ and ▇▇▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-@▇▇▇▇. (b) Notices ▇▇▇ and ▇▇▇▇▇@▇▇▇▇.▇▇▇ if to a Holder, to: such Holder at the address set forth on the signature page hereto or in the Company’s records; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place10(h).

Notices, Etc. (a) Except as otherwise expressly provided in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Agreement, all notices and other communications provided for herein made or required to be given pursuant to this Agreement or the Notes shall be in writing and shall be delivered by hand or overnight courier servicein hand, mailed by United States registered or certified or registered mail first class mail, postage prepaid, sent by overnight courier, or sent by telegraph, telecopy, telefax or telex and confirmed by delivery via courier or postal service, addressed as follows: (ia) if to the Company, any Pipeline Borrower or any Co-Borrower, at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer or at such other address for notice as the Collateral Borrower shall last have furnished in writing to the Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement;; and (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iiib) if to the Depository BankAgent, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Structured Real Estate, and to ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇Attn: ▇▇▇▇ ▇▇▇▇▇-. ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and , Director, or such other communications among address for notice as the Secured Parties, Agent shall last have furnished in writing to the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communicationsBorrower. (c) Any party hereto may change its if to any Lender, at such Lender's address set forth on Schedule 1, hereto, or telecopy number such other address for notices and other communications hereunder by notice as such Lender shall have last furnished in writing to the other parties heretoPerson giving the notice. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement Any such notice or demand shall be deemed to have been duly given or made and effectiveto have become effective (i) if delivered by hand, overnight courier or facsimile to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer or the sending of such facsimile and (ii) if sent by mail registered or courier on the date of delivery thereof to the address specified herein for such noticecertified first-class mail, or if by telecopier when the answerback is received or if by other meanspostage prepaid, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a third Business Day or after business hours in following the place of receipt, will mailing thereof. All notices given to the Borrower shall also be deemed to have been given to each of the Co-Borrowers, and all notices given by the Borrower shall also be received on deemed to have been given by each of the next Business Day in that placeCo-Borrowers.

Notices, Etc. (a) Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be sent or delivered by mail, telegraph, telex, telecopy, cable or courier service and all such notices and communications shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case of may be, or sent by telex or telecopier, except that notices and communications to the Pledgee or any Pledgor shall not be effective until received by the Pledgee or such Pledgor, as the case may be. All notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, addressed as follows: (ia) if to any Pledgor, at its address set forth opposite its signature below; (b) if to the CompanyPledgee, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇at: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇; (c) if to any Lender Creditor, ▇either (x) to the Administrative Agent, at the address of the Administrative Agent specified in the Credit Agreement, or (y) at such address as such Lender Creditor shall have specified in the Credit Agreement; (d) if to any Hedging Creditor or Intermediate Holdco Creditor, at such address as such Hedging Creditor or Intermediate Holdco Creditor shall have specified in writing to each Assignor and the Collateral Agent; (e) if to the Intermediate Holdco Senior Note Collateral Agent, at: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Attention of ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Telephone No.: ▇▇▇-▇▇▇▇-▇▇▇▇ (Telecopy Telecopier No. (.: ▇▇▇) -▇▇▇-▇▇▇▇. (b) Notices and ; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and addressed to such other communications hereunder individual as shall have been furnished in writing by notice any Person described above to the other parties hereto. All notices and other communications given party required to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a give notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placehereunder.

Notices, Etc. (a) Except as otherwise expressly provided in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Credit Agreement, all notices and other communications provided for herein made or required to be given pursuant to this Credit Agreement or any Letter of Credit Applications shall be in writing and shall be delivered by hand or overnight courier servicein hand, mailed by United States registered or certified or registered mail first class mail, postage prepaid, sent by overnight courier, or sent -103- by telegraph, telecopy, facsimile or telex and confirmed by delivery via courier or postal service, addressed as follows: (ia) if to the Company, any Pipeline Borrower Holdings or the Collateral AgentBorrower, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: each of V.P. Finance and General Counsel; with a copy to ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Attention: ▇▇▇▇▇ ▇▇▇▇▇ or at such other address for notice as such Person shall have furnished in writing to the Person giving the notice; (b) if to the Agent, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and ▇, ▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Energy & Utilities Division or such other communications among address for notice as the Secured Parties, Agent shall last have furnished in writing to the Collateral Agent and/or Person giving the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by itnotice; provided that approval of such procedures may be limited to particular notices or communications.and (c) Any party hereto may change its if to any Bank, at such Bank's address set forth on Schedule 1 -------- - hereto, or telecopy number such other address for notices and other communications hereunder by notice as such Bank shall have last furnished in writing to the other parties heretoPerson giving the notice. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement Any such notice or demand shall be deemed to have been duly given or made and effectiveto have become effective (a) if delivered by hand, overnight courier, telegraph, telecopy, telex or facsimile to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer or the receipt of such telegraph, telecopy, telex or facsimile and (b) if sent by mail registered or courier on the date of delivery thereof to the address specified herein for such noticecertified first-class mail, or if by telecopier when the answerback is received or if by other meanspostage prepaid, on the date of receiptthird Business Day following the mailing thereof; provided provided, however, that telexed, telecopied -------- ------- or facsimile notices received by any party after its normal business hours (or on a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will Day) shall be deemed to be received effective on the next Business Day in that placeDay.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified, costs prepaid) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of facsimile is mechanically or electronically generated and kept on file by the sending party and confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven days after the placement of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ to: Amesite Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, CEO Facsimile: N/A Email: ▇▇▇@▇▇▇▇▇▇▇.▇▇▇ with copy to: Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Attention of Esq. Facsimile: 212.653.8701 Email: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and Ogawa Professional Corporation ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Palo Alto, California 94301 Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No, Esq. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and if to a Holder, to: such Holder at the address set forth on the signature page hereto or the Company’s records; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place11(f).

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopytelecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower the Administrative Agent, an Issuing Bank or the Collateral AgentSwing Line Bank, to it at its the address, telecopier number, electronic mail address or telephone number specified in or pursuant to Section 10.01 of the Credit Agreement;for such Person on Schedule 22; and (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository other Bank, to it at JPMorgan Chase Bankthe address, N.A.telecopier number, Institutional Trust Serviceselectronic mail address or telephone number specified in its Administrative Questionnaire (including, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇as appropriate, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention notices delivered solely to the Person designated by a Bank on its Administrative Questionnaire then in effect for the delivery of ▇▇▇▇▇ ▇▇▇▇▇notices that may contain material non-▇▇▇▇▇▇▇▇ (Telecopy Nopublic information relating to the Borrower). (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Partiessent by hand or overnight courier service, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished mailed by electronic communications. The Administrative Agent certified or a Borrower mayregistered mail, 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given when received; notices and effectiveother communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). (b) The Borrower hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent pursuant to procedures approved by the Administrative Agent. In addition, the Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement but only to the extent requested by the Administrative Agent. Unless the Administrative Agent otherwise prescribes, (i) Communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or courier other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the date next business day for the recipient, and (ii) Communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of delivery thereof notification that such notice or communication is available and identifying the website address therefor. (c) The Borrower further agrees that (i) the Administrative Agent and/or the Lead Arrangers may make the Communications and/or information provided by or on behalf of the Borrower hereunder available to the address specified herein for Banks by posting the Communications and such noticeother information on Intralinks or a substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its affiliates, or if by telecopier when the answerback is received or if by respective securities of any of the foregoing, and who may be engaged in investment and other meansmarket-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Communications and such other information that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the date first page thereof; (x) by marking such Communications and other information “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the Issuing Banks and the Banks to treat such Communications and other information as not containing any material non-public information with respect to the Borrower or its securities for purposes of receiptUnited States Federal and state securities laws (provided, however, that to the extent such Communications and other information subject to §18.1, they shall be treated as set forth in §18.1); provided (y) all Communications and other information marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Communications and other information that are not marked “PUBLIC” as being suitable only for posting on a notice given by telecopier portion of the Platform not designated “Public Side Information.” Each Public Lender agrees to cause at least one individual at or electronic communication on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. (d) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, AN 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 AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AGENT PARTY HAVE ANY LIABILITY TO THE BORROWER, ANY BANK, ANY ISSUING BANK OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES). (e) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Section 9.04 but received on any day other than a Business Day or after business hours Agreement. Each Bank agrees that notice to it (as provided in the place next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of receipt, will the Communications to such Bank for purposes of this Agreement. Each Bank agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Bank’s e-mail address to which the foregoing notice may be deemed sent by electronic transmission and (ii) that the foregoing notice may be sent to be received on such e-mail address. (f) Nothing herein shall prejudice the next Business Day right of the Administrative Agent or any Bank to give any notice or other communication pursuant to this Agreement in that placeany other manner specified herein.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (x) in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered (including e-mail or sent by telecopytelecopier communication) and mailed, e-mailed, telecopied or delivered or (y) as follows: (iand to the extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a), if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it the Company at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇7▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇▇ Road, Purchase, New York 10577, Attention: Assistant Treasurer, E-Mail: P▇▇▇▇▇▇▇▇ (Telecopy ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇, with a copy to General Counsel, Telecopier No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties; if to any Initial Lender, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, at its Domestic Lending Office set forth in its discretionAdministrative Questionnaire; if to any other Lender, agree to accept notices at its Domestic Lending Office specified in the Assignment and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved which it became a Lender; and if to the Agent, at the Agent’s Address; or, as to the Company or the Agent, at such other address as shall be designated by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by in a written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(d) shall be delivered to the Agent as specified in the last sentence of Section 5.01(d). All such notices and other communications given to any party hereto in accordance with the provisions of this Agreement mailed or sent by hand or overnight courier service shall be deemed to have been given when received; notices and effectivecommunications sent by e-mail or telecopier shall be deemed to have been given when sent (except that, if sent by mail or courier not received during normal business hours for the recipient, shall be deemed to have been received at the opening of business on the date of delivery thereof next business day for the recipient). The Company and the Agent may agree to accept notice and other communications by electronic means pursuant to procedures approved by both parties. (b) The Company agrees that the Agent may make any written information, documents, instruments and other written materials that have been provided to the address specified herein Agent pursuant to the terms hereof (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). The Company 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 distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, 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 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”) received by it during its normal business hours specifying that any Communications have been posted to the Platform shall constitute effective delivery of such noticeinformation, documents or if by telecopier when the answerback is received or if by other means, on the date materials to such Lender for purposes of receiptthis Agreement; provided that if requested by any Lender the Agent shall deliver a notice given copy of the Communications to such Lender by telecopier e-mail or telecopier. Each Lender agrees (i) to notify the Agent in writing of such L▇▇▇▇▇’s e-mail address to which a Notice may be sent by electronic communication in accordance with transmission (including by electronic communication) on or before the date such Lender becomes a party to this Section 9.04 but received Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any day other than a Business Day or after business hours in the place of receipt, will Notice may be deemed sent to be received on the next Business Day in that placesuch e-mail address.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telegraphic, telecopy or telex communication) and shall be delivered by hand mailed, telegraphed, telecopied, telexed or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrowers, any Pipeline Borrower or the Collateral Agent, to it addressed both c/o Crompton Corp. at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, O▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer and c/o Uniroyal Corp. at its address at World Headquarters, B▇▇▇▇▇ Road, Middlebury, CT 06749, Attention: Chief Financial Officer; if to any Initial Lender or any Initial Issuing Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender Party, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender Party; and if to the Agent, at its address at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Attention: R▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and ; or, as to the Borrowers or the Agent, at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may address as shall be delivered or furnished designated by electronic communications. The Administrative Agent or such party in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrowers and the Agent. All such notices and other communications given shall (a) when mailed, be effective three Business Days after the same is deposited in the mails, (b) when mailed for next day delivery by a reputable freight company or reputable overnight courier service, be effective one Business Day thereafter, and (c) when sent by telegraph, telecopier or telex, be effective when the same is confirmed by telephone, telecopier confirmation or return telecopy or telex answerback, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any party hereto in accordance with the provisions amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be deemed to have been given and effective, if sent by mail or courier on the date effective as delivery of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date a manually executed counterpart thereof. Delivery of receipt; provided that a notice given by telecopier or electronic communication in accordance from any Borrower pursuant to Section 5.03(a) shall be deemed, solely with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receiptrespect to such Section, will be deemed to be received on the next Business Day in that placenotice from all Borrowers.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telegraphic, telecopy or telex communication) and shall be delivered by hand mailed, telegraphed, telecopied, telexed or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrowers, any Pipeline Borrower or the Collateral Agent, to it addressed both c/o Crompton Corp. at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) at One Station Place, Metro Center, Stamford, CT 06902, ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ Uniroyal Corp. at its address at World Headquarters, Benson Road, Middlebury, CT 06749, Attention: Chie▇ ▇▇▇▇ncial Officer; if to any GrantorInitial Lender or any Initial Issuing Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to it c/o the Company any other Lender Party, at the address its Domestic Lending Office specified in or the Assignment and Acceptance pursuant to clause (i) above; (iii) which it became a Lender Party; and if to the Depository BankAgent, to it at JPMorgan Chase Bankits address at 399 Park Avenue, N.A.New York, Institutional Trust ServicesNew York 10043, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ers or the Age▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may r address as shall be delivered or furnished designated by electronic communications. The Administrative Agent or such party in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrowers and the Agent. All such notices and other communications given shall (a) when mailed, be effective three Business Days after the same is deposited in the mails, (b) when mailed for next day delivery by a reputable freight company or reputable overnight courier service, be effective one Business Day thereafter, and (c) when sent by telegraph, telecopier or telex, be effective when the same is confirmed by telephone, telecopier confirmation or return telecopy or telex answerback, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any party hereto in accordance with the provisions amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be deemed to have been given and effective, if sent by mail or courier on the date effective as delivery of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date a manually executed counterpart thereof. Delivery of receipt; provided that a notice given by telecopier or electronic communication in accordance from any Borrower pursuant to Section 5.03(a) shall be deemed, solely with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receiptrespect to such Section, will be deemed to be received on the next Business Day in that placenotice from all Borrowers.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with a nationally recognized overnight courier service with next day delivery specified, costs prepaid on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven (7) days after the placement of the notice into the mails (first class postage prepaid), to the party at the address or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: MedAvail Holdings, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, Inc. ▇▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ with copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C. ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇, Attention of ▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (and ▇▇▇) ▇ ▇▇▇-▇▇▇▇. (b) Notices and ▇ if to a Holder, to: such Holder at the address set forth on the signature page hereto or in the Company’s records; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place10(f).

Notices, Etc. (a) Except All such notices and communications hereunder shall be sent or delivered by mail, telegraph, telex, telecopy, cable or overnight courier service and all such notices and communications shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be effective when delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telex or telecopier and when mailed shall be effective three Business Days following deposit in the case of mail with proper postage, except that notices and communications to the Pledgee shall not be effective until received by the Pledgee. All notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, addressed as follows: (ia) if to the Company, any Pipeline Borrower or the Collateral AgentPledgor, to it at the address and communications information set forth opposite its address specified in or pursuant to Section 10.01 of the Credit Agreementsignature below; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iiib) if to the Depository BankPledgee, to it at JPMorgan Chase Bankthe following address of, N.A.and the communications information for, Institutional Trust Services, the Pledgee: Morg▇▇ ▇▇▇ ▇ranty Trust Company of New York 60 W▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇-▇▇▇▇ ▇▇▇▇▇-Attention: Laur▇ ▇▇▇▇▇▇▇▇ Telephone No.: (Telecopy No. (212) ▇▇▇-▇▇▇▇ Facsimile No.: (212) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice if to any Bank Creditor, either (x) to the other parties hereto. All notices respective Administrative Agent, at the address of such Administrative Agent specified in the respective Credit Agreement or (y) at such address and other communications given information as such Bank Creditor shall have specified in the respective Credit Agreement; (d) if to any party hereto Other Creditor at such address and communications information as such Other Creditor shall have specified in accordance with writing to the provisions of this Agreement Pledgor and the Pledgee; or at such other address as shall be deemed to have been given and effective, if sent furnished in writing by mail or courier on the date of delivery thereof any Person described above to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a party required to give notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placehereunder.

Notices, Etc. (a) Except in the case of All notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein hereunder shall be in writing (including telegraphic, telex, facsimile transmission or cable communication) and shall be delivered by hand delivered, mailed, telegraphed, telexed, facsimile transmitted or overnight courier servicecabled, mailed by certified or registered mail or sent by telecopy, as followsaddressed: (ia) if to any Pledgor, at its address set forth opposite its signature below; (b) if to the CompanyPledgee, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, at: Paribas ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇ Attention: ▇▇▇▇ Aizenberg Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy Facsimile No. .: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications.; (c) Any if to any Bank Creditor, either (x) to the Administrative Agent, at the address of the Administrative Agent specified in the Credit Agreement or (y) at such address as such Bank Creditor shall have specified in the Credit Agreement; (d) if to any Other Creditor, to the Representative for the Other Creditors, at such address as such Representative may have provided to the Borrower and the Pledgee from time to time, or, in the absence of a Representative, directly to the Other Creditors at such address as the Other Creditors shall have specified in writing to the Borrower and the Pledgee; or at such other address as shall have been furnished in writing by any Person described above to the party hereto may change its address or telecopy number for required to give notice hereunder. All such notices and other communications hereunder shall, when mailed, telegraphed, telexed, facsimile transmitted or cabled or sent by notice overnight courier, be effective on the third Business Day following deposit in the mails, certified, return receipt requested, when delivered to the other parties hereto. All telegraph company, cable company or on the day following delivery to an overnight courier, as the case may be, or sent by telex or facsimile device, except that notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if Collateral Agent shall not be effective until received by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeCollateral Agent.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other All communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopymailed, as follows: (ia) if If to the Company, any Pipeline Borrower Senior Lender or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantoraccordance with Attachment I hereto, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ with a copy to: Lawr▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇q. Thacher, Prof▇▇▇▇ & ▇ood Two Worl▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ All communications required to be delivered to the Senior Lender hereunder or under any of the other Loan Documents or Intercompany Loan Documents and all other communications to the Senior Lender (unless pertaining solely to the Collateral) shall, unless otherwise expressly provided, be delivered in accordance with Attachment I hereto; and no such communication shall be effective as to Senior Lender unless a separate copy of such communication shall have been delivered to such Senior Lender. (b) If to SLT or Realty Partnership, to it at: 1184▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, Attention of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Jeff▇▇▇ ▇. ▇▇▇▇▇, ▇▇esident with a copy to: Laur▇ ▇. ▇▇▇▇▇▇, ▇▇q. Mitc▇▇▇▇, ▇▇lb▇▇▇▇▇▇ & ▇nup▇ 1137▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices ▇ The address of any party may be changed at any time and from time to time and shall be the most recent such address furnished in writing by such party to each other communications among the Secured Partiesparty. Unless otherwise specifically provided herein, the Collateral Agent and/or the Depository Bank any notice or other communication herein required or permitted to be given hereunder to a Person specified on Attachment I shall be in writing, shall be addressed as specified thereon and may be delivered by hand or furnished courier service or sent by electronic communications. The Administrative Agent telefacsimile, telecopied, telexed, or a Borrower maysent by courier service or United States mail, 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective(i) when delivered to the addressee by hand or by courier service, if sent by mail or courier delivered on the date of delivery thereof to the address specified herein for such noticea Business Day, or if by telecopier when the answerback is received or if by other means, delivered on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receiptDay, will be deemed to be received on the next Business Day, or (ii) upon receipt of a telefacsimile or telex if received on a Business Day or, if received on a day other than a Business Day, on the next Business Day, or (iii) four (4) Business Days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed). For purposes hereof, the address of each Person named on Attachment I shall be as set forth below that placePerson's name on such Attachment unless and until notice of a change thereof is delivered as provided in this Section to each other Person named on such Attachment, whereupon notices shall be given to such other address.

Notices, Etc. (a) On and after the Assumption Date, Credit Acceptance and the Trust Collateral Agent hereby agree to provide to the Backup Servicer all notices required to be provided to the Servicer pursuant to the Sale and Servicing Agreement and the other Basic Documents, as well as a hard copy sent by a nationally recognized courier service with item tracking capability. (b) Except in the case of where telephonic instructions or notices are authorized herein to be given, all notices, demands, instructions and other communications expressly required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or made upon any party hereto shall be in writing and shall be sent electronically or by facsimile transmission with a confirmation of the receipt thereof and shall be deemed to be given for purposes of this Agreement on the day that the receipt of such facsimile transmission is confirmed in accordance with the provisions of this Section 5.1. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions (including payment instructions) and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses and accounts indicated below, and, in the case of telephonic instructions or notices, by hand calling the telephone number or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if numbers indicated for such party below: If to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Issuer: Credit Agreement; (ii) if to any Grantor, to it Acceptance Auto Loan Trust 2016-3 c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional U.S. Bank Trust Services, ▇ ▇▇▇ ▇National Association ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ Wilmington, DE 19801 Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Servicer: Credit Acceptance Corporation Silver Triangle Building ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (Telecopy Noext. 4432) Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy or other electronic communications as provided below), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) Except when delivered by hand on a Business Day, (b) when transmitted via telecopy (or other facsimile device) to the number set out herein (provided that, if the same shall be transmitted on a day other than a Business Day, such notice shall be deemed to have been given or made on the opening of business on the next following Business Day), (c) the Business Day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, addressed as follows in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)the Borrower, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier servicethe Originator, mailed by certified or registered mail or sent by telecopythe Servicer, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Custodian and the Deal Agent, to it at its address specified and as set forth on Annex A in or pursuant to Section 10.01 the case of the Credit Agreement; (ii) if Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any Grantor, to it future holders of the Notes: The Borrower ACS Funding Trust I c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, American Capital Strategies Ltd. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇ Attention: Compliance Officer and Legal Department Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ The Originator and the Servicer American Capital Strategies Ltd. ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Attention of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Compliance Officer and Legal Department Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ The Collateral Custodian and the Backup Servicer ▇▇▇▇▇ Fargo Bank, National Association Sixth Street and Marquette Avenue MAC N9311-161 ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services Asset-Backed Administration Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ The Deal Agent Wachovia Capital Markets, LLC One Wachovia Center, Mail Code: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇ (Telecopy No. Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇. ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ Syndication Agency Services Wachovia Bank, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇/▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Syndication Agency Services Telecopier: (b▇▇▇) Notices and other communications among ▇▇▇-▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ provided, that notices given by the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement Article II hereof shall be deemed effective only upon receipt thereof by the Deal Agent and notices given pursuant to have been given and effective, if Article XII shall only be effective upon receipt in the case of any notice sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placemail.

Notices, Etc. (a) Except in the case of notices Unless otherwise set forth herein, all notices, demands, requests and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein hereunder shall be in writing and shall be delivered by hand given to Lender or overnight courier service, mailed Borrowers by certified mail, return receipt requested, by overnight delivery service with all charges prepaid, or registered mail or sent by telecopytelecopier (followed by a hard copy via overnight delivery service), and addressed as follows: (i) if : If to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Lender: Transamerica Business Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ Corporation Two ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Telecopy: (770) ▇▇▇-▇▇▇▇ Attention: Credit Manager with a copy to: Transamerica Business Credit Corporation 9399 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Suite 600 Rosemont, Illinois 60018 Telecopy: (847) ▇▇▇-▇▇▇▇ Attention: General Counsel 55 If to Borrowers: BRT Realty Trust or BRT Funding Corp. 60 C▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Telecopy: (516) ▇, Attention of ▇▇-▇▇▇▇ Attention: Mr. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ with a copy to: BRT Realty Trust or BRT Funding Corp. 60 C▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇-▇▇ ▇▇▇▇ ▇▇▇▇▇ Telecopy: (Telecopy No. (▇▇▇516) ▇▇▇-▇▇▇▇ Attention: Mark ▇. (b) Notices and . ▇▇▇▇▇, ▇▇q. Any notice, demand, request or other communications among communication given in the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement manner aforesaid shall be deemed to have been served, and shall be effective for all purposes hereof, (a) if given and effectiveby certified mail, return receipt requested, on the earlier of the third Business Day following the day on which it is posted or the date of its receipt by the party to be notified, (b) if sent by mail overnight delivery service, when received or courier on the date when delivery is refused and (c) if sent by telecopier, when receipt of delivery thereof to the address specified herein for such noticetransmission is confirmed, or if provided that such notice by telecopier when is followed by a hard copy via overnight delivery service. Any party to this Agreement shall have the answerback is received or if right to change its address for the purpose of this Agreement by giving at least three days' prior written notice of any such change to each other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours party hereto in the place of receipt, will be deemed to be received on the next Business Day in that placemanner specified herein.

Notices, Etc. (a) On and after the Assumption Date, the Borrower, the Collateral Agent, Credit Acceptance and the Deal Agent hereby agree to provide to the Backup Servicer all notices required to be provided to the Servicer pursuant to the Loan Agreement and the other Transaction Documents, as well as a hard copy sent by a nationally recognized courier service with item tracking capability. (b) Except in the case of where telephonic instructions or notices are authorized herein to be given, all notices, demands, instructions and other communications expressly required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or made upon any party hereto shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile transmission with a confirmation of the receipt thereof and shall be deemed to be given for purposes of this Agreement on the day that the receipt of such facsimile transmission is confirmed in accordance with the provisions of this Section 5.1. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, as follows: notices, demands, instructions (iincluding payment instructions) if and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses and accounts indicated below, and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party below: If to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Servicer: Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ Acceptance Corporation Silver Triangle Building ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Attention of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Telephone: (Telecopy ▇▇▇) ▇▇▇-▇▇▇▇ (ext. 884) Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Deal Agent: Wachovia Capital Markets, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Conduit Administration Facsimile No. .: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Collateral Agent: Wachovia Capital Markets, LLC ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Conduit Administration Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Backup Servicer: Systems & Services Technologies, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ St. ▇▇▇▇▇▇, MO 64503 Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, President and ▇▇▇▇▇▇ ▇▇▇▇, Executive Vice President/General Counsel Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. (a) Except in the case of All notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications ------------- provided for herein hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by (including telecopy, as follows: (itelegraphic, telex or cable communication) if to the Companyand mailed, any Pipeline Borrower telegraphed, telecopied, telexed, cabled or the Collateral Agentdelivered, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any GrantorBorrower, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Assistant Treasurer, Dept. 52/924.11, with a copy to the same address, Attention: Assistant General Counsel - Corporate Finance, Dept. 52/923; if to any Bank, to its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, to its Domestic Lending Office specified in the Acceptance pursuant to which it became a Lender; if to any Managing Agent, the Documentation Agent or the Letter of Credit Agent, to its address specified on the signature pages hereto; and if to the Administrative Agent, at its address at ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention of Attention: Savas Divan, telephone no. ▇▇▇-▇▇▇-▇▇▇▇, telecopier --------- no. ▇▇▇-▇▇▇-▇▇▇▇, with copies to ▇▇▇▇▇▇ ▇▇▇, telephone no. ▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and , telecopier no. ▇▇▇-▇▇▇-▇▇▇▇; or to the Company or the Administrative Agent, at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may address as shall be delivered or furnished designated by electronic communications. The Administrative Agent or such party in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoand, to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Administrative Agent. All such notices and other communications given to any party hereto shall, (a) when mailed, be effective three Business Days after the same is deposited in accordance with the provisions of this Agreement shall mails, (b) when mailed for next day delivery by a reputable freight company or reputable overnight courier service, be deemed to have been given effective one Business Day thereafter, and effective, if (c) when sent by mail telegraph, telecopy, telex or courier on cable, be effective when the date of delivery same is telegraphed, telecopied and receipt thereof is confirmed by telephone or return telecopy, confirmed by telex answerback or delivered to the address specified herein for such noticecable company, respectively, except that notices and communications to the Administrative Agent pursuant to Article II, III or if VIII shall not be effective until received by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeAdministrative Agent.

Notices, Etc. Any offer, acceptance, election, approval, consent, request, waiver, notice or other document (acollectively, "Notice") Except in the case of notices and other communications expressly required or permitted to be given by telephone (and subject pursuant to paragraph (b) below)any provisions of this Agreement, all notices and other communications provided for herein shall be deemed duly given only when in writing writing, signed by or on behalf of the person giving the same, and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: either (i) if to the Companypersonally delivered (with receipt acknowledged), any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if sent by registered or certified mail, return receipt requested, postage prepaid, addressed to any Grantorthe person or persons to whom such Notice is to be given, to it c/o the Company in each case at the address specified set forth for such party below, or at such other address as shall have been set forth in or a Notice sent pursuant to clause (i) above; (iii) if the provisions of this ARTICLE 17: If to the Depository BankAllegheny GP, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, to: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Deputy General Counsel If to UGI GP, to: UGID ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, Attention of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among Attention: General Counsel Notwithstanding any provision herein to the Secured Partiescontrary, any routine reports required by this Agreement to be submitted to the Collateral Agent and/or the Depository Bank hereunder Partners at specified times may be delivered sent by first-class mail or furnished by electronic communicationsfax. The Administrative Agent All Notices shall be deemed given (i) when received or a Borrower mayreceipt is refused, 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 or (ii) upon failure of delivery because notice of such procedures may be limited to particular notices or communications. (c) Partner's change of address has not been given in accordance with the terms of this Section 17.2. Any party hereto Partner may change its address or telecopy for the receipt of Notices at any time by giving Notice thereof to all other Partners; but no such Notice of change of address shall be effective until received by the Partners, and any Partner which is prevented from giving any Notice pursuant hereto to any Partner on account of such Partner changing its address and/or telephone number for notices and other communications hereunder by notice without having given Notice thereof to all the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement Partners shall nevertheless be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication Notice in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in 17.2 to such Partner, provided such Notice is sent to the place most recent address of receipt, will be deemed to be received on the next Business Day in that placesuch Partner of which Notice has been given pursuant hereto.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telegraphic, telecopy or telex communication) and shall be delivered by hand mailed, telegraphed, telecopied, telexed or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrowers, any Pipeline Borrower or the Collateral Agent, to it addressed both c/o Crompton Corp. at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) at One Station Place, Metro Center, Stamford, CT 06902, ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇/▇ ▇▇▇▇▇▇al Corp. at its address at World Headquarters, Benson Road, Middlebury, CT 06749, Attention: Chie▇ ▇▇▇▇ncial Officer; if to any GrantorInitial Lender or any Initial Issuing Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to it c/o the Company any other Lender Party, at the address its Domestic Lending Office specified in or the Assignment and Acceptance pursuant to clause (i) above; (iii) which it became a Lender Party; and if to the Depository BankAgent, to it at JPMorgan Chase Bankits address at 399 Park Avenue, N.A.New York, Institutional Trust ServicesNew York 10043, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇, ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ or the Agent, ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may r address as shall be delivered or furnished designated by electronic communications. The Administrative Agent or such party in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrowers and the Agent. All such notices and other communications given shall (a) when mailed, be effective three Business Days after the same is deposited in the mails, (b) when mailed for next day delivery by a reputable freight company or reputable overnight courier service, be effective one Business Day thereafter, and (c) when sent by telegraph, telecopier or telex, be effective when the same is confirmed by telephone, telecopier confirmation or return telecopy or telex answerback, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any party hereto in accordance with the provisions amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be deemed to have been given and effective, if sent by mail or courier on the date effective as delivery of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date a manually executed counterpart thereof. Delivery of receipt; provided that a notice given by telecopier or electronic communication in accordance from any Borrower pursuant to Section 5.03(a) shall be deemed, solely with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receiptrespect to such Section, will be deemed to be received on the next Business Day in that placenotice from all Borrowers.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telecopier communication) and shall be delivered by hand mailed, telecopied or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, at: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Attention: Senior Vice President and Chief Financial Officer if to any Initial Lender, at its Domestic Lending Office specified in its Administrative Questionnaire; if to any other Lender, at its Domestic Lending Office specified in its Administrative Questionnaire or the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at: ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Mail Code: IL4-135-09-61 Attention: ▇▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) ▇▇▇ or, as to the Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent. All such notices and communications shall, when mailed, telecopied or delivered, be effective when deposited in the mails, telecopied or delivered, respectively, except that notices and communications to the Agent pursuant to Article II, Article III or Article VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or any other Loan Document or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. Notices and other communications among to the Secured Parties, the Collateral Agent and/or the Depository Bank Lenders hereunder may be delivered or furnished by electronic communicationscommunications (including e-mail and internet or intranet websites) pursuant to procedures approved by the Agent; provided that the foregoing shall not apply to notices to any Lender or the Issuing Lender pursuant to Article II if such Lender or the Issuing Lender, as applicable, has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent Agent, the Issuing Lender or a the 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for . All such notices and other communications hereunder (i) sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business hours of the recipient, such notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement or communication shall be deemed to have been given and effective, if sent by mail or courier on at the date opening of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (b)(i) of notification that placesuch notice or communication is available and identifying the website address therefor.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telegraphic, telecopy or telex communication) and shall be delivered by hand mailed, telegraphed, telecopied, telexed or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrowers, any Pipeline Borrower or the Collateral Agent, to it addressed both c/o Crompton Corp. at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, O▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Financial Officer and c/o Uniroyal Corp. at its address at World Headquarters, B▇▇▇▇▇ Road, Middlebury, CT 06749, Attention: Chief Financial Officer; if to any Initial Lender or any Initial Issuing Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender Party, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender Party; and if to the Agent, at its address at 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Attention: C▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and ; or, as to the Borrowers or the Agent, at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may address as shall be delivered or furnished designated by electronic communications. The Administrative Agent or such party in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrowers and the Agent. All such notices and other communications given shall (a) when mailed, be effective three Business Days after the same is deposited in the mails, (b) when mailed for next day delivery by a reputable freight company or reputable overnight courier service, be effective one Business Day thereafter, and (c) when sent by telegraph, telecopier or telex, be effective when the same is confirmed by telephone, telecopier confirmation or return telecopy or telex answerback, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any party hereto in accordance with the provisions amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be deemed to have been given and effective, if sent by mail or courier on the date effective as delivery of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date a manually executed counterpart thereof. Delivery of receipt; provided that a notice given by telecopier or electronic communication in accordance from any Borrower pursuant to Section 5.03(a) shall be deemed, solely with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receiptrespect to such Section, will be deemed to be received on the next Business Day in that placenotice from all Borrowers.

Notices, Etc. (a) Except in the case of where telephonic instructions or notices and other communications expressly permitted are authorized herein to be given by telephone (and subject to except as provided in paragraph (b) below), all notices notices, demands, instructions and other communications provided for herein required or permitted to be given to or made upon any party hereto or any other Person shall be in writing and shall be personally delivered by hand or overnight courier service, mailed by certified or registered mail or sent by registered or certified mail, postage prepaid, return receipt requested, or by a reputable overnight or courier delivery service, or by telecopier, and shall be deemed to be given for purposes of this Agreement when received or in the case of notice delivered by telecopy, upon completion of transmission with a copy of such notice also being delivered under any of the methods provided above, all in accordance with the provisions of this Section 12.3. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 12.3, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective telecopier numbers) and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Borrowers’ Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Way, Perrysburg, OH 43551, attention: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of and ▇▇▇▇▇ ▇▇▇▇▇▇▇, e-mail: ▇▇▇▇.▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇@▇-▇.▇▇▇▇ (telecopy: 567.336.1218); (ii) if to Administrative Agent, to it at the Notice Address; and (iii) if to a Lender or any other Issuing Lender, to it at its address (or telecopy number) set forth on its most recent administrative questionnaire delivered to Administrative Agent or in the Assignment and Assumption Agreement pursuant to which such Lender shall have become a party hereto. (b) Notices and other communications among the Secured Partiesto or by any Agent, the Collateral Agent and/or Lenders and the Depository Bank Issuing Lender hereunder may be delivered or furnished by electronic communications. The communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by Administrative Agent and the applicable Lender and, to the extent applicable, the Issuing Lender. Any Agent or a 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 procedures may be limited to particular notices or communications. . Unless Administrative Agent otherwise prescribes, (ci) Any party hereto may change its address or telecopy number for notices and other communications hereunder sent to an e-mail address or by facsimile transmission shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice to the or other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement communication is sent after 5:00 p.m. (New York City time), such notice or communication shall be deemed to have been given and effective, if sent by mail or courier on at the date opening of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that placesuch notice or communication is available and identifying the website address therefor. Each Loan Party and Lender hereunder agrees to notify Administrative Agent in writing promptly of any change to the notice information provided above.

Notices, Etc. to Trustee, Issuer and Company. (a) Except in the case of notices and other communications expressly permitted to be given Trustee by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein any Holder or by the Issuer shall be in writing and shall be sufficient for every purpose hereunder if delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 an officer of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company Trustee at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇1▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇▇ 2Yl, Attention: Manager, Corporate Trust Services, or if sent by facsimile transmission, e-▇▇▇▇▇▇▇▇ mail or other electronic communication (Telecopy No. with receipt confirmed) to (▇▇▇) ▇▇▇-▇▇▇▇ or c▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Attention: Manager, Corporate Trust Services, shall be deemed to be validly given at the time of delivery or transmission if it is received prior to 4:00 p.m. (bToronto time) Notices and other communications among the Secured Partieson a Business Day, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to failing which it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effectiveon the next Business Day. The Trustee may from time to time notify the Issuer of a change in address, facsimile number or email address which thereafter, until changed by like notice, shall be the address, facsimile number or e-mail address of the Trustee for the purposes of this Indenture; or (b) the Issuer or the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder if delivered to the Issuer at Brookfield Place, 1▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, Attention: Finance & Treasury Group, or, if sent by mail or courier on the date of delivery thereof facsimile transmission (with receipt confirmed) to the address specified herein for such noticeIssuer or the Company, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will Attention: Finance & Treasury Group at (▇▇▇) ▇▇▇-▇▇▇▇ shall be deemed to be validly given at the time of delivery or transmission if it is received prior to 4:00 p.m. (Toronto time) on a Business Day, failing which it shall be deemed to have been given on the next Business Day Day. The Issuer or the Company may from time to time notify the Trustee of a change in address or facsimile number which thereafter, until changed by like notice, shall be the address or facsimile number of the Issuer or the Company (as applicable) for the purposes of this Indenture. Copies of any notices that placeare sent to the Issuer or the Company by any Holder will be sent by such Holder to the Trustee.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile, to Borrower and Lender, as follows: applicable, at the addresses (ior facsimile number) set forth below. Notices sent by hand or overnight courier service shall be deemed to have been given when received; notices sent by certified or registered mail shall be deemed to have been given three (3) days after mailing; and notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the Companyextent provided in paragraph (b) below, any Pipeline Borrower or the Collateral Agentshall be effective as provided in such paragraph (b). If to Borrower: 20/F Beijing Ideal International Plaza No. 58 Northwest 4th Ring Road Haidian District, to it at its address specified in or pursuant to Section 10.01 Beijing, 100080 People’s Republic of the Credit Agreement; China Fax: (ii) if to any Grantor▇▇▇▇)-▇▇▇▇▇▇▇▇ Attention: Chief Executive Officer With a copy to: Shearman & Sterling LLP 12th Floor East Tower, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ Twin Towers B-12 ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ple’s Republic of China Attention: ▇▇▇ ▇▇▇▇▇▇▇ Fax: (8610) ▇▇▇▇-▇▇▇▇ If to Lender: ▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇▇▇▇▇▇▇ ▇▇▇▇▇ Financial Centre 2 Ki▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ London, EC1A 1HQ With a copy to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Office of General Counsel One ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank to Lender hereunder may be delivered or furnished by electronic communicationscommunication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Lender. The Administrative Agent Lender or a 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 procedures may be limited to particular notices or communications. . Unless Lender otherwise prescribes, (ci) Any party hereto may change its address or telecopy number for notices and other communications hereunder sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice to or other communication is not sent during the other parties hereto. All notices and other communications given to any party hereto in accordance with normal business hours of the provisions of this Agreement recipient, such notice or communication shall be deemed to have been given and effective, if sent by mail or courier on at the date opening of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that placesuch notice or communication is available and identifying the website address therefore.

Notices, Etc. (a) Except in the case of notices All notices, demands, requests, consents, ------------ approvals and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein instruments under this Mortgage or the Notes shall be in writing and shall be delivered deemed to have been actually or properly given if and when mailed by hand first-class registered or certified mail, return receipt requested, postage prepaid, or by personal delivery (with a receipt obtained therefor) or recognized overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: addressed (ia) if to the Company, any Pipeline Borrower or the Collateral AgentMortgagor, to it - Mortgagor's address set forth on the first page hereof, or at its such other address specified in or pursuant as Mortgagor may have designated by notice to Section 10.01 of the Credit Agreement; (ii) if Mortgagee, with a copy to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ & Kuh, LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attention, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., and to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Butowsky ▇▇▇▇▇▇▇ Shalov and ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attention of ▇▇▇▇▇▇▇ Hel- man, Esq. or to such other firms as Mortgagor may direct in writing, (b) if to Mortgagee originally named herein, to ▇▇▇▇ ▇▇▇▇▇▇▇ Mutual - Life Insurance Company, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and , P.O. Box 111, Boston, Massachusetts 02117, Attention: Real Estate Investment Group, Floor --------- T-53, or at such other communications among the Secured Partiesaddress as Mortgagee may have designated by notice to Mortgagor, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto if to any holder of any Note, other than - Mortgagee originally named herein, at such address as such holder may change its address or telecopy number for notices and other communications hereunder have designated by notice to Mortgagor, or, until an address is so designated, to and at the other parties heretoaddress of the last holder of such Note so designating an address to Mortgagor. All notices and other communications given to any party hereto in accordance with the provisions The foregoing insertion of this Agreement Mortgagor's mailing address shall be deemed to have been given and effective, if sent be a request by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided Mortgagor that a copy of any notice given of default and of any notice of sale hereunder be mailed to Mortgagor at such address as provided by telecopier or electronic communication in accordance with this Section 9.04 but received on law." (h) Mortgagor and Mortgagee covenant and agree that all representations, warranties, covenants, liabilities and obligations of Mortgagor under the Environmental Indemnity (attached as Exhibit C hereto) and under any day other than a Business Day or after business hours in --------- of the place of receipt, will 1995 Modification Documents shall be deemed to be received on incorporated in the next Business Day in that placeMortgage and shall be secured by the lien of the Mortgage and by any lien created by, or arising under, any other Loan Document.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telecopier, telegraphic or telex communication) and shall be delivered by hand mailed, telecopied, telegraphed, telexed or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantorat 7 West Seventh Street, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankCincinnati, to it at JPMorgan Chase BankOhio 45202, N.A., Institutional Trust Services, ▇ Att▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇ ▇▇▇▇ to General Counsel; if to any Initial Lender, Swing Line Bank or any Initial Issuing Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender Party, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender Party; and if Citibank in its capacity as Paying Agent or Administrative Agent, at its address at 2 Penns Way, Suite 200, New Castle, Delaware 19720, ▇▇▇▇▇▇▇▇▇: ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇; ▇▇, ▇▇ (Telecopy No. (to the Borro▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Paying Agent or such Administrative Agent, at such other address as shall be designated by such party in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Paying Agent. All such notices and other communications given shall, (a) when mailed, be effective three Business Days after the same is deposited in the mails, (b) when mailed for next day delivery by a reputable freight company or reputable overnight courier service, be effective one Business Day thereafter, and (c) when sent by telegraph, telecopier or telex, be effective when the same is confirmed by telephone, telecopier confirmation or return telecopy or telex answerback, respectively, except that notices and communications to the Paying Agent pursuant to Article II, III or VII shall not be effective until received by the Paying Agent. Delivery by telecopier of an executed counterpart of any party hereto in accordance with the provisions amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be deemed to have been given and effective, if sent by mail or courier on the date effective as delivery of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placemanually executed counterpart thereof.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (x) in writing (including telecopier communication) and shall be mailed, telecopied, or delivered by hand or overnight courier service(y) as and to the extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a), mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it the Company at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ 700 ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy Road, Purchase, New York 10577, Attention: Assistant Treasurer, Telecopier No. (▇▇▇) ▇▇▇-▇▇▇▇. , with a copy to General Counsel, Telecopier No. (b▇▇▇) Notices and other communications among the Secured Parties▇▇▇-▇▇▇▇; if to any Initial Lender, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, at its Domestic Lending Office set forth in its discretionAdministrative Questionnaire; if to any other Lender, agree to accept notices at its Domestic Lending Office specified in the Assignment and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved which it became a Lender; and if to the Agent, at the Agent’s Address; or, as to the Company or the Agent, at such other address as shall be designated by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by in a written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(d) shall be delivered to the Agent as specified in the last sentence of Section 5.01(d). All such notices and other communications given to any party hereto in accordance with the provisions of this Agreement mailed or sent by hand or overnight courier service shall be deemed to have been given when received; notices and effectivecommunications sent by telecopier shall be deemed to have been given when sent (except that, if sent by mail or courier not received during normal business hours for the recipient, shall be deemed to have been received at the opening of business on the date of delivery thereof next business day for the recipient). The Company and the Agent may agree to accept notice and other communications by electronic means pursuant to procedures approved by both parties. (b) The Company agrees that the Agent may make any written information, documents, instruments and other written materials that have been provided to the address specified herein Agent pursuant to the terms hereof (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). The Company 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 distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, 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 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”) received by it during its normal business hours specifying that any Communications have been posted to the Platform shall constitute effective delivery of such noticeinformation, documents or if by telecopier when the answerback is received or if by other means, on the date materials to such Lender for purposes of receiptthis Agreement; provided that if requested by any Lender the Agent shall deliver a notice given copy of the Communications to such Lender by telecopier e-mail or telecopier. Each Lender agrees (i) to notify the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic communication in accordance with transmission (including by electronic communication) on or before the date such Lender becomes a party to this Section 9.04 but received Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any day other than a Business Day or after business hours in the place of receipt, will Notice may be deemed sent to be received on the next Business Day in that placesuch e-mail address.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopytelecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower the Administrative Agent, an Issuing Bank or the Collateral AgentSwing Line Bank, to it at its the address, telecopier number, electronic mail address or telephone number specified in or pursuant to Section 10.01 of the Credit Agreement;for such Person on Schedule 22; and (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository other Bank, to it the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Bank on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at JPMorgan Chase Bankthe opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ shall be effective as provided in such subsection (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇b). (b) Notices Notices, requests, financial statements, financial and other reports, certificates and other information materials and other communications among to the Secured PartiesBanks and the Issuing Banks hereunder (collectively, the Collateral Agent and/or the Depository Bank hereunder “Communications”) may be delivered or furnished by electronic communicationscommunication (including e-mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Bank or any Issuing Bank pursuant to §2 or §3 if such Bank or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. The Administrative Agent Agent, the Swing Line Bank, each Issuing Bank or a the Borrower maymay each, in its discretion, agree to accept notices and other communications Communications to it hereunder by electronic communications pursuant to procedures approved by it; , provided that approval of such procedures may be limited to particular notices Communications. Unless the Administrative Agent otherwise prescribes, (i) Communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or communications. (c) Any party hereto may change its address other written acknowledgement), provided that if such notice or telecopy number for notices and other communications hereunder by communication is not sent during the normal business hours of the recipient, such notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement or communication shall be deemed to have been given and effective, if sent by mail or courier at the opening of business on the date next business day for the recipient, and (ii) Communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of delivery thereof notification that such notice or communication is available and identifying the website address therefor. (c) The Borrower further agrees that (i) the Administrative Agent and/or the Lead Arrangers may make the Communications and/or information provided by or on behalf of the Borrower hereunder available to the address specified herein for Banks by posting the Communications and such noticeother information on SyndTrak, Intralinks or a substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Banks (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its affiliates, or if by telecopier when the answerback is received or if by respective securities of any of the foregoing, and who may be engaged in investment and other meansmarket-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Communications and such other information that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the date first page thereof; (x) by marking such Communications and other information “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Lead Arrangers, the Issuing Banks and the Banks to treat such Communications and other information as not containing any material non-public information with respect to the Borrower or its securities for purposes of receiptUnited States Federal and state securities laws (provided, however, that to the extent such Communications and other information subject to §18.1, they shall be treated as set forth in §18.1); provided (y) all Communications and other information marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Lead Arrangers shall be entitled to treat any Communications and other information that are not marked “PUBLIC” as being suitable only for posting on a notice given by telecopier portion of the Platform not designated “Public Side Information.” Each Public Lender agrees to cause at least one individual at or electronic communication on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws. (d) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, AN 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 AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND ARISING OUT OF THE BORROWER’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS OR NOTICES THROUGH THE PLATFORM, ANY OTHER ELECTRONIC PLATFORM OR ELECTRONIC MESSAGING SERVICE, OR THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR MATERIAL BREACH; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AGENT PARTY HAVE ANY LIABILITY TO THE BORROWER, ANY BANK, ANY ISSUING BANK OR ANY OTHER PERSON FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES). (e) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Section 9.04 but received on any day other than a Business Day or after business hours Agreement. Each Bank agrees that notice to it (as provided in the place next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of receipt, will the Communications to such Bank for purposes of this Agreement. Each Bank agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Bank’s e-mail address to which the foregoing notice may be deemed sent by electronic transmission and (ii) that the foregoing notice may be sent to be received on such e-mail address. (f) Nothing herein shall prejudice the next Business Day right of the Administrative Agent or any Bank to give any notice or other communication pursuant to this Agreement in that placeany other manner specified herein.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing or confirmed in writing (including telecopier communication) and shall be delivered by hand mailed, telecopied or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Treasurer; if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at One Bank One Plaza, Mail Code IL1-0874, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ with a copy to One Bank One Plaza, Attention of Mail-Code IL 1-0010, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-, Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and ; or, as to the Borrower or the Agent, at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may address as shall be delivered or furnished designated by electronic communications. The Administrative Agent or such party in a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Agent. All such notices and other communications given shall, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any party hereto in accordance with the provisions amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. (i) Except as otherwise provided in Section 5.01(h), the Borrower shall provide to the Agent all information, documents and other materials that such Person is obligated to furnish to the Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a Notice of Borrowing or other request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or Interest Period relating thereto), (ii) relates to the payment of any principal or other amount due hereunder prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default hereunder or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all such non-excluded communications being referred to herein collectively as "Communications"), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Agent to such electronic mail address as the Agent shall identify to the Borrower. In addition, the Borrower shall continue to provide the Communications to the Agent in the manner specified in this Agreement but only to the extent requested by the Agent. The Borrower further agrees that the Agent may make the Communications available to the Lenders by posting the Communications on Intralinks, or a substantially similar electronic transmission system mutually agreeable to the Agent and the Borrower (the "Platform"). Nothing in this Section 8.02(b) shall prejudice the right of the Agent to give any notice or other communication pursuant hereto or to any other Loan Document in any other manner specified herein or therein. (ii) The Agent agrees that the receipt of the Communications by the Agent at its e-mail address set forth in clause (i) above shall constitute effective delivery of the Communications to the Agent for purposes of each Loan Document. The Borrower agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in subclause (iii) below) specifying that Communications have been posted to the Platform shall constitute effective delivery of such Communications to such Person under the Loan Documents. The Borrower agrees (A) to notify the Agent in writing (including by electronic communication) from time to time to ensure that the Agent has on record an effective e-mail address for such Person to which the foregoing notices may be sent by electronic transmission and (B) that the foregoing notices may be sent to such e-mail address. (iii) Each party hereto agrees that any electronic communication referred to in this clause (b) shall be deemed to have been given and effectivedelivered upon the posting of a record of such Communication as "sent" in the e-mail system of the sending party or, if sent by mail or courier on in the date case of delivery thereof any such Communication to the address specified herein for Agent, upon the posting of a record of such noticeCommunication as "received" in the e-mail system of the Agent; provided, or however, that if by telecopier when the answerback such Communication is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or Agent after the normal business hours in of the place of receiptAgent, will such Communication shall be deemed to be received delivered at the opening of business on the next Business Day for the Agent; provided, further, that in the event that placethe Agent's e-mail system shall be unavailable for receipt of any Communication, Borrower may deliver such Communication to the Agent in a manner mutually agreeable to the Agent and the Borrower. (iv) The Borrower acknowledges and agrees that the distribution of the Communications and other material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. THE BORROWER FURTHER ACKNOWLEDGES AND AGREES AS FOLLOWS: (A) THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE"; (B) BANK ONE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS; AND (C) 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 BANK ONE IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. (v) This clause (b) shall terminate on the date that neither Bank One or any of its affiliates is the Agent under this Agreement.

Notices, Etc. (a) Except Unless specifically provided otherwise in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Agreement, all notices and other communications provided for herein hereunder shall be in writing (including facsimile) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it in care of FE at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇Attention: Treasurer, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices ; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved by itwhich it became a Lender; provided that approval of such procedures may be limited if to particular notices or communications. (c) Any party hereto may change the Administrative Agent, at its address or telecopy number for notices and at, PNC Bank, National Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Agency Services; if to any Fronting Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto; if to any other communications hereunder Fronting Bank, at such address as shall be designated by such Fronting Bank in a written notice to the other parties heretoparties; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All Subject to the other notice requirements of this Agreement, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof receipt if delivered by hand or overnight courier service, mailed or sent by facsimile to such party and received during the address specified herein for normal business hours of such notice, party as provided in this Section 8.02 or if by telecopier when in accordance with the answerback is received or if by other means, on the date of receipt; provided that a notice latest unrevoked direction from such party given by telecopier or electronic communication in accordance with this Section 9.04 but 8.02. If such notices and communications are received on any day other than a Business Day or after the normal business hours in the place of receiptsuch party, will receipt shall be deemed to be received on have been given upon the opening of the recipient’s next Business Day in that placeDay.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telecopier communication) and shall be delivered by hand mailed, telecopied or overnight courier servicedelivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the CompanyBorrower, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Attention: Chief Financial Officer; if to the Agent or ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy NoFargo, at its Domestic Lending Office specified opposite its name on Schedule I hereto; and if to any other Lender, at its Domestic Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; or, as to the Borrower or the Agent, or, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other addresses as shall be designated by such party in a written notice to the Borrower and the Agent. (▇▇▇) ▇▇▇-▇▇▇▇All such notices and communications shall, when mailed or telecopied, be effective when deposited in the mails or telecopied, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. (b) Notices The Borrower agrees that the Agent may make any material delivered by the Borrower to the Agent, as well as any amendments, waivers, consents, and other communications among written information, documents, instruments and other materials relating to the Secured PartiesBorrower, any of its Subsidiaries, or any other materials or matters relating to this Agreement, the Collateral Agent and/or Notes or any of the Depository Bank hereunder transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on any electronic delivery system (which may be delivered provided by the Agent, any Affiliate of the Agent, or furnished by any Person that is not an Affiliate of the Agent), such as IntraLinks, or a substantially similar electronic communicationssystem (the “Platform”). The Administrative 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 distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, completeness, timeliness, sufficiency, or sequencing of the Communications posted on the Platform. The Agent and its Affiliates expressly disclaim with respect to the Platform any liability for errors in transmission, incorrect or incomplete downloading, delays in posting or delivery, or problems accessing the Communications posted on the Platform and any liability for any losses, costs, expenses or liabilities that may be suffered or incurred in connection with the Platform other than losses, costs, expenses or liabilities arising directly from the Agent’s or any such Affiliates’ gross negligence or willful misconduct. 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 Agent or a Borrower may, any of its Affiliates 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 procedures may be limited to particular notices or communicationsconnection with the Platform. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by Each Lender agrees that notice to it (as provided in the other parties hereto. All notices and other communications given next sentence) (a “Notice”) specifying that any Communication has been posted to any party hereto in accordance with the provisions Platform shall for purposes of this Agreement shall be deemed constitute effective delivery to have been given and effectivesuch Lender of such information, if sent by mail documents or courier other materials comprising such Communication. Each Lender agrees (i) to notify, on or before the date such Lender becomes a party to this Agreement, the Agent in writing of delivery thereof such Lender’s e-mail address to which a Notice may be sent (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided Lender) and (ii) that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will such Notice may be deemed sent to be received on the next Business Day in that placesuch e-mail address.

Notices, Etc. The Administrative Agent, any Lender or the holder of any of the Obligations, giving consent or notice or making any request of the Company provided for hereunder, shall notify each Lender (a) Except in the case of the Administrative Agent) and the Administrative Agent (in the case of a Lender) thereof. In the event that the holder of any Note or any of the Obligations (including any Lender) shall transfer such Note or Obligations, it shall promptly so advise the Administrative Agent which shall be entitled to assume conclusively that no transfer of any Note or any of the Obligations has been made by any holder (including any Lender) unless and until the Administrative Agent receives written notice to the contrary. Except with respect to notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)telephone, all notices notices, consents, requests, approvals, demands and other communications (collectively "Communications") provided for herein shall be in writing (including facsimile Communications) and shall be delivered by hand mailed, telecopied or overnight courier service, mailed by certified or registered mail or sent by telecopy, as followsdelivered: (ia) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantorat: 500 Dallas, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankSuite 1000 Houston, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ Texas 77002 ▇▇▇ ▇▇▇▇▇▇▇: ▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ No: (713) 369-9499; (b) if to the Administrative Agent, to ▇▇ ▇▇: 270 Park Avenue, 21st Floor New York, New York 1001▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-:▇▇▇▇▇▇ ▇▇▇▇ ▇▇lecopy No.: (212) 270-3897; (b▇) Notices and ▇▇ ▇▇ any other communications among the Secured PartiesLender, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower mayas specif▇▇▇ ▇▇ ▇▇▇ ▇▇gnature page for such Lender hereto or, in its discretionthe case of any Person who becomes a Lender after the date hereof, agree to accept notices as specified on the Assignment and Acceptance executed by such Person or in the Administrative Questionnaire delivered by such Person or, in the case of any party hereto, such other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number as such party may hereafter specify for notices and other communications hereunder such purpose by notice to the other parties heretoparties. All notices and other communications given Communications shall, when mailed, telecopied or delivered, be effective when mailed by certified mail, return receipt requested to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the at its address specified herein for such notice, or if by telecopier when the answerback is received or if by other meansabove, on the date of receipt; provided that a notice given by telecopier signature page hereof or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day signature page of such Assignment and Acceptance (or other address designated by such party in that placea Communication to the other parties hereto), or telecopied to any party to the telecopy number set forth above, on the signature page hereof or on the signature page of such Assignment and Acceptance (or other telecopy number designated by such party in a Communication to the other parties hereto), or delivered personally to any party at its address specified above, on the signature page hereof or on the signature page of such Assignment and Acceptance (or other address designated by such party in a Communication to the other parties hereto); provided, however, Communications to the Administrative Agent pursuant to Article II or Article VIII shall not be effective until received by the Administrative Agent and Communications to the Administrative Agent pursuant to Article II shall be at the Principal Office.

Notices, Etc. (a) Except Unless specifically provided otherwise in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Agreement, all notices and other communications provided for herein hereunder shall be in writing (including facsimile) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it in care of FE at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇Attention: Treasurer, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices ; if to any Bank, at its DomesticApplicable Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its DomesticApplicable Lending Office specified in the Assignment and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved by itwhich it became a Lender; provided that approval of such procedures may be limited if to particular notices or communications. (c) Any party hereto may change the Administrative Agent, at its address or telecopy number for notices and at, PNC Bank, National Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Agency Services; if to any Fronting Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto; if to any other communications hereunder Fronting Bank, at such address as shall be designated by such Fronting Bank in a written notice to the other parties heretoparties; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All Subject to the other notice requirements of this Agreement, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof receipt if delivered by hand or overnight courier service, mailed or sent by facsimile to such party and received during the address specified herein for normal business hours of such notice, party as provided in this Section 8.02 or if by telecopier when in accordance with the answerback is received or if by other means, on the date of receipt; provided that a notice latest unrevoked direction from such party given by telecopier or electronic communication in accordance with this Section 9.04 but 8.02. If such notices and communications are received on any day other than a Business Day or after the normal business hours in the place of receiptsuch party, will receipt shall be deemed to be received on have been given upon the opening of the recipient’s next Business Day in that placeDay.

Notices, Etc. (a) Except as provided in the case last paragraph of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Section 8.02, all notices and other communications provided for herein hereunder shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopytelecopier, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the : The Borrower: South Jersey Gas Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇. ▇▇▇▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: Cozen ▇’▇▇▇▇▇▇ One Liberty Place ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, Attention of ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇ Attention: ▇▇▇▇▇▇▇ (▇. ▇▇▇▇▇, Esq. Telecopy No. .: (▇▇▇) ▇▇▇-▇▇▇▇ The Administrative Agent: PNC Bank, National Association as Administrative Agent Mail Stop: P7-PFSC-05-W Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telecopy No. : (b▇▇▇) ▇▇▇-▇▇▇▇ With a copy to: Agency Services, PNC Bank, National Association Mail Stop: P7-PFSC-04-I Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Agency Services Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ and if to any Lender, at its address or telecopy number set forth on Schedule I hereto; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in the following paragraph, shall be effective as provided in such paragraph. Notices and other communications among to the Secured Parties, the Collateral Agent and/or the Depository Bank Lenders hereunder may be delivered or furnished by electronic communicationscommunication (including email and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender if such Lender has notified the Administrative Agent that it is incapable of receiving notices by electronic communication. The Administrative Agent or a the 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 procedures may be limited to particular notices or communications. . Unless the Administrative Agent otherwise prescribes, (ca) Any party hereto may change its address or telecopy number for notices and other communications hereunder sent to an email address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement); provided that if such notice to or other communication is not sent during the other parties hereto. All notices and other communications given to any party hereto in accordance with normal business hours of the provisions of this Agreement recipient, such notice or communication shall be deemed to have been given and effective, if sent by mail or courier on at the date opening of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day for the recipient, and (b) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its email address as described in the foregoing clause (a) of notification that placesuch notice or communication is available and identifying the website address therefor.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (x) in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered (including e-mail or sent by telecopytelecopier communication) and mailed, e-mailed, telecopied or delivered or (y) as follows: (iand to the extent set forth in Section 8.02(b) and in the proviso to this Section 8.02(a), if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it the Company at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇7▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇▇ Road, Purchase, New York 10577, Attention: Assistant Treasurer, E-Mail: P▇▇▇▇▇▇▇▇ (Telecopy ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇, with a copy to General Counsel, Telecopier No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties; if to any Initial Lender, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, at its Domestic Lending Office set forth in its discretionAdministrative Questionnaire; if to any other Lender, agree to accept notices at its Domestic Lending Office specified in the Assignment and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved which it became a Lender; and if to the Agent, at the Agent’s Address; or, as to the Company or the Agent, at such other address as shall be designated by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by in a written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(d) shall be delivered to the Agent as specified in the last sentence of Section 5.01(d). All such notices and other communications given to any party hereto in accordance with the provisions of this Agreement mailed or sent by hand or overnight courier service shall be deemed to have been given when received; notices and effectivecommunications sent by e-mail or telecopier shall be deemed to have been given when sent (except that, if sent by mail or courier not received during normal business hours for the recipient, shall be deemed to have been received at the opening of business on the date of delivery thereof next business day for the recipient). The Company and the Agent may agree to accept notice and other communications by electronic means pursuant to procedures approved by both parties. (b) The Company agrees that the Agent may make any written information, documents, instruments and other written materials that have been provided to the address specified herein Agent pursuant to the terms hereof (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). The Company 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 distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, 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 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”) received by it during its normal business hours specifying that any Communications have been posted to the Platform shall constitute effective delivery of such noticeinformation, documents or if by telecopier when the answerback is received or if by other means, on the date materials to such Lender for purposes of receiptthis Agreement; provided that if requested by any Lender the Agent shall deliver a notice given copy of the Communications to such Lender by telecopier e-mail or telecopier. Each Lender agrees (i) to notify the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic communication in accordance with transmission (including by electronic communication) on or before the date such Lender becomes a party to this Section 9.04 but received Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any day other than a Business Day or after business hours in the place of receipt, will Notice may be deemed sent to be received on the next Business Day in that placesuch e-mail address.

Notices, Etc. The Administrative Agent, any Lender or the holder of any of the Obligations, giving consent or notice or making any request of the Company provided for hereunder, shall notify each Lender (a) Except in the case of the Administrative Agent) and the Administrative Agent (in the case of a Lender) thereof. In the event that the holder of any Note or any of the Obligations (including any Lender) shall transfer such Note or Obligations, it shall promptly so advise the Administrative Agent which shall be entitled to assume conclusively that no transfer of any Note or any of the Obligations has been made by any holder (including any Lender) unless and until the Administrative Agent receives written notice to the contrary. Except with respect to notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)telephone, all notices notices, consents, requests, approvals, demands and other communications (collectively "Communications") provided for herein shall be in writing (including facsimile Communications) and shall be delivered by hand mailed, telecopied or overnight courier service, mailed by certified or registered mail or sent by telecopy, as followsdelivered: (ia) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantorat: 500 Dallas, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankSuite 1000 Houston, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇. ▇▇▇▇ ▇▇▇▇▇▇ Telecopy No: (713) 369-9499; (b) if to the Administrative ▇▇▇▇▇, ▇▇ ▇▇ at: c/o First Union Securities, Inc. 1001 Fannin Street, Suite 2255 H▇▇▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇ Attention: Russell Clingman Telecopy No. .: (▇▇▇) )-▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications.; (c) Any If to any other Lender, as sp▇▇▇▇▇▇▇ ▇▇ ▇▇▇ signature page for such Lender hereto or, in the case of any Person who becomes a Lender after the date hereof, as specified on the Assignment and Acceptance executed by such Person or in the Administrative Questionnaire delivered by such Person or, in the case of any party hereto may change its hereto, such other address or telecopy number as such party may hereafter specify for notices and other communications hereunder such purpose by notice to the other parties heretoparties. All notices and other communications given Communications shall, when mailed, telecopied or delivered, be effective when mailed by certified mail, return receipt requested to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the at its address specified herein for such notice, or if by telecopier when the answerback is received or if by other meansabove, on the date of receipt; provided that a notice given by telecopier signature page hereof or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day signature page of such Assignment and Acceptance (or other address designated by such party in that placea Communication to the other parties hereto), or telecopied to any party to the telecopy number set forth above, on the signature page hereof or on the signature page of such Assignment and Acceptance (or other telecopy number designated by such party in a Communication to the other parties hereto), or delivered personally to any party at its address specified above, on the signature page hereof or on the signature page of such Assignment and Acceptance (or other address designated by such party in a Communication to the other parties hereto); provided, however, Communications to the Administrative Agent pursuant to Article II or Article VIII shall not be effective until received by the Administrative Agent and Communications to the Administrative Agent pursuant to Article II shall be at the Principal Office.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein shall hereunder shall, unless otherwise stated herein, be in writing and shall be mailed or telecommunicated, or delivered by hand or overnight courier serviceas to each party hereto, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall not be effective until received by the party to whom such notice or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it communication is addressed.  BXG Timeshare Trust I c/o the Wilmington Trust Company at the address specified in or pursuant to clause ▇▇▇▇▇▇ Square North ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Facsimile: (i▇▇▇) above; (iii) if to the Depository Bank▇▇▇-▇▇▇▇   Bluegreen Timeshare Finance Corporation I ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-, President ▇▇▇▇▇▇▇▇ (Telecopy No. ▇▇: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among ▇ . No failure on the Secured Partiespart of the Depositor, the Collateral Agent and/or Issuer or any assignee thereof to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the Depository Bank hereunder may be delivered or furnished by electronic communicationsexercise of any other right. The Administrative Agent remedies herein provided are cumulative and not exclusive of any other remedies provided by law. . This Agreement shall be binding upon and inure to the benefit of the Depositor, the Issuer and their respective successors and assigns. Any assignee of the Issuer shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. The Depositor may not assign any of its rights and obligations hereunder or a Borrower any interest herein without the prior written consent of the Issuer and any assignee thereof. The Issuer may, in and intends to, assign all of its discretion, agree to accept notices and other communications to it rights hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices Indenture Trustee on behalf of the Noteholders and other communications given the Depositor consents to any party such assignment. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, however, that the provisions rights and remedies with respect to any breach of any representation and warranty made by the Depositor pursuant to Section 5 hereof and the repurchase or substitution and indemnification obligations shall be continuing and shall survive any termination of this Agreement shall but such rights and remedies may be deemed to have been given enforced only by the Issuer and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeIndenture Trustee.

Notices, Etc. (a) On and after the Assumption Date, the Borrower, the Collateral Agent, Credit Acceptance and the Deal Agent hereby agree to provide to the Backup Servicer all notices required to be provided to the Servicer pursuant to the Loan Agreement and the other Transaction Documents, as well as a hard copy sent by a nationally recognized courier service with item tracking capability. (b) Except in the case of where telephonic instructions or notices are authorized herein to be given, all notices, demands, instructions and other communications expressly required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or made upon any party hereto shall be in writing and shall be sent electronically or by facsimile transmission with a confirmation of the receipt thereof and shall be deemed to be given for purposes of this Agreement on the day that the receipt of such facsimile transmission is confirmed in accordance with the provisions of this Section 5.1. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions (including payment instructions) and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses and accounts indicated below, and, in the case of telephonic instructions or notices, by hand calling the telephone number or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if numbers indicated for such party below: If to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Servicer: Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ Acceptance Corporation Silver Triangle Building ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Attention of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ Telephone: (Telecopy ▇▇▇) ▇▇▇-▇▇▇▇ (ext. 5646) Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Deal Agent: ▇▇▇▇▇ Fargo Bank, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Charlotte, North Carolina 28288-0610 Attention: Conduit Administration Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Collateral Agent: ▇▇▇▇▇ Fargo Bank, National Association MAC ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Trust Services – Asset-Backed Administration Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Backup Servicer: ▇▇▇▇▇ Fargo Bank, National Association MAC N9311-061 ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Services – Asset-Backed Administration Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. (a) Except in the case of notices and other communications Unless otherwise expressly permitted to be given by telephone (and subject to paragraph (b) below)provided herein, all notices and other communications provided for herein hereunder or any other Non-Shared Collateral Document shall be in writing and (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered by hand to the applicable address, facsimile number or overnight courier service, mailed by certified or registered (subject to Section 21(c)) electronic mail or sent by telecopyaddress, as follows: (i) if as to the Company, any Pipeline Borrower or the Collateral Agent, addressed to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if as to any Grantorthe Borrower, addressed to it c/o the Company at the its address specified in or pursuant to clause (i) abovethe Credit Agreement; (iii) if as to the Depository Bankany Grantor, addressed to it at JPMorgan Chase Bankits address shown on Schedule I hereto; and (iv) as to any party, N.A.at such other address as shall be designated by such party in a written notice to the other parties. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, Institutional Trust Serviceswhen signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇four Business Days after deposit in the mails, ▇▇▇▇ ▇▇▇▇▇postage prepaid; (C) if delivered by facsimile, ▇▇▇ ▇▇▇▇when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 21(c)), ▇▇▇ ▇▇▇▇ ▇▇▇▇▇when delivered. In no event shall a voicemail message be effective as a notice, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇communication or confirmation hereunder. (b) Notices Any amendment or waiver of any provision of this Non-Shared Security Agreement or of any Non-Shared Security Agreement Supplement or Schedule hereto may be transmitted and/or signed by facsimile. The effectiveness of any such documents and other communications among signatures shall, subject to applicable Law, have the Secured Parties, the same force and effect as manually signed originals and shall be binding on all parties thereto. The Collateral Agent and/or may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided, however, that the Depository Bank hereunder may be delivered failure to request or furnished by electronic communications. The Administrative Agent deliver the same shall not limit the effectiveness of any facsimile document or a 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 procedures may be limited to particular notices or communicationssignature. (c) Any party hereto Electronic mail and Internet and intranet websites may change its address be used only to distribute routine communications and to distribute Non-Shared Collateral Documents for execution by the parties thereto, and may not be used for any other purpose. (d) The Collateral Agent shall be entitled to rely and act upon any notices purportedly given by or telecopy number for on behalf of any Grantor 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. Each Grantor shall indemnify the Collateral Agent from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Grantor. All telephonic notices to and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions Collateral Agent may be recorded by the Collateral Agent, and each of this Agreement shall be deemed the parties hereto hereby consents to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placerecording.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified, costs prepaid) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of facsimile is mechanically or electronically generated and kept on file by the sending party and confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven days after the placement of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: Exicure, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any GrantorInc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankSuite 410 Skokie, to it at JPMorgan Chase BankIllinois 60077 Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, N.A., Institutional Trust Services, CEO Facsimile: Email: with copy to: Sidley Austin LLP ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇ Attention: ▇▇▇ ▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and Facsimile: Email: if to a Holder, to: such Holder at the address set forth on the signature page hereto or the Company’s records; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place11(f).

Notices, Etc. (a) Except as otherwise expressly provided in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Credit Agreement, all notices and other communications provided for herein made or required to be given pursuant to this Credit Agreement or the Notes or any Letter of Credit Applications shall be in writing and shall be delivered by hand or overnight courier servicein hand, mailed by United States registered or certified first class mail or, if either the Person giving the notice or the Person being notified is outside the United States, by registered mail or recorded-delivery air mail, in each case postage prepaid, sent by overnight courier, or sent by telegraph, telecopy, facsimile or telex and confirmed by delivery via courier or postal service, addressed as follows: (ia) if to any of the Borrowers, at TransTechnology Corporation, 150 ▇▇▇▇▇ ▇▇▇▇, Liberty Corner, New Jersey 07938, U.S.A., Attention: Gera▇▇ ▇. ▇▇▇▇▇▇, ▇▇q., Vice President, Secretary and General Counsel, or at such other address for notice as TransTechnology shall last have furnished in writing to the Person giving the notice; (b) if to the Company, any Pipeline Borrower or the Collateral Administrative Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, 100 ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, ▇▇tention: Maur▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ce President, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and or such other communications among address for notice as the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, shall last have furnished in its discretion, agree writing to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.the Person giving the notice; (c) Any party hereto may change its if to any Lender or Fronting Bank, at such Lender's or Fronting Bank's address set forth on SCHEDULE 1 hereto, or telecopy number such other address for notices and other communications hereunder by notice as such Lender or Fronting Bank shall have last furnished in writing to the other parties hereto. All notices Person giving the notice; and other communications given to any party hereto in accordance with the provisions of this Agreement Any such notice or demand shall be deemed to have been duly given or made and effectiveto have become effective (i) if delivered by hand, overnight courier or facsimile to a responsible officer of the party to which it is directed, at the time of the receipt thereof by such officer or the sending of such facsimile, (ii) if sent by mail registered or courier on the date of delivery thereof to the address specified herein for such noticecertified first-class mail, or if by telecopier when the answerback is received or if by other meanspostage prepaid, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a third Business Day following the mailing thereof, and (iii) if sent by registered or after business hours in the place of receiptrecorded-delivery air mail, will be deemed to be received on the next fifth Business Day in that placefollowing the mailing thereof.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein shall hereunder shall, unless otherwise stated herein, be in writing and shall be mailed or telecommunicated, or delivered by hand or overnight courier serviceas to each party hereto, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall not be effective until received by the party to whom such notice or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it communication is addressed.  BXG Timeshare Trust I c/o the Wilmington Trust Company at the address specified in or pursuant to clause ▇▇▇▇▇▇ Square North ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Facsimile: (i▇▇▇) above; (iii) if to the Depository Bank▇▇▇-▇▇▇▇   Bluegreen Timeshare Finance Corporation I ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. , President & Assistant Treasurer Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among ▇ . No failure on the Secured Partiespart of the Depositor, the Collateral Agent and/or Issuer or any assignee thereof to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the Depository Bank hereunder may be delivered or furnished by electronic communicationsexercise of any other right. The Administrative Agent remedies herein provided are cumulative and not exclusive of any other remedies provided by law. . This Agreement shall be binding upon and inure to the benefit of the Depositor, the Issuer and their respective successors and assigns. Any assignee of the Issuer shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. The Depositor may not assign any of its rights and obligations hereunder or a Borrower any interest herein without the prior written consent of the Issuer and any assignee thereof. The Issuer may, in and intends to, assign all of its discretion, agree to accept notices and other communications to it rights hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices Indenture Trustee on behalf of the Noteholders and other communications given the Depositor consents to any party such assignment. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination; provided, however, that the provisions rights and remedies with respect to any breach of any representation and warranty made by the Depositor pursuant to Section 5 hereof and the repurchase or substitution and indemnification obligations shall be continuing and shall survive any termination of this Agreement shall but such rights and remedies may be deemed to have been given enforced only by the Issuer and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeIndenture Trustee.

Notices, Etc. (a) Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be sent or delivered by mail, telecopy or courier service and all such notices and communications shall, when mailed, telecopied or sent by courier, be effective when deposited in the mails or delivered to the overnight courier, as the case of may be, or sent by telecopier, except that notices and communications to the Pledgee or any Pledgor shall not be effective until received by the Pledgee or such Pledgor, as the case may be. All notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, addressed as follows: (ia) if to the Company, any Pipeline Borrower or the Collateral AgentPledgor, to it at its address specified in or pursuant to Section 10.01 the care of the U.S. Borrower as provided in Section 13.03 of the DIP Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iiib) if to the Depository BankPledgee, to it at JPMorgan Chase Bank, N.A., Institutional at: Deutsche Bank Trust Services, ▇ ▇Company Americas ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇ (Telecopy No. (Facsimile: ▇▇▇) ▇ ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its if to any DIP Lender Creditor, either (x) to the Administrative Agent, at the address of the Administrative Agent specified in the DIP Credit Agreement, or (y) at such address as such DIP Lender Creditor shall have specified in the DIP Credit Agreement; (d) if to any Other DIP Creditor, at such address as such Other DIP Creditor shall have specified in writing to the Pledgors and the Pledgee; and (e) if to any Post Petition Cash Management Creditor, at such address as such Post Petition Cash Management Creditor shall have specified in writing to each Assignor and the Collateral Agent; or at such other address or telecopy number for notices and addressed to such other communications hereunder individual as shall have been furnished in writing by notice any Person described above to the other parties hereto. All notices and other communications given party required to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a give notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placehereunder.

Notices, Etc. (a) On and after the Assumption Date, Credit Acceptance and the Trust Collateral Agent hereby agree to provide to the Backup Servicer all notices required to be provided to the Servicer pursuant to the Sale and Servicing Agreement and the other Basic Documents, as well as a hard copy sent by a nationally recognized courier service with item tracking capability. (b) Except in the case of where telephonic instructions or notices are authorized herein to be given, all notices, demands, instructions and other communications expressly required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or made upon any party hereto shall be in writing and shall be sent electronically or by facsimile transmission with a confirmation of the receipt thereof and shall be deemed to be given for purposes of this Agreement on the day that the receipt of such facsimile transmission is confirmed in accordance with the provisions of this Section 5.1. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands, instructions (including payment instructions) and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses and accounts indicated below, and, in the case of telephonic instructions or notices, by hand calling the telephone number or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if numbers indicated for such party below: If to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Issuer: Credit Agreement; (ii) if to any Grantor, to it Acceptance Auto Dealer Loan Trust 2006-2 c/o the Company at the address specified in or pursuant to clause U.S. Trust Bank National Association ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: (i▇▇▇) above; ▇▇▇-▇▇▇▇ Telecopy: (iii▇▇▇) if ▇▇▇-▇▇▇▇ If to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ Servicer: Credit Acceptance Corporation Silver Triangle Building ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (ext. 4217) Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Trust Collateral Agent: Deutsche Bank Trust Company Americas ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Class A Insurer: Radian Asset Assurance Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Risk Officer and Chief Legal Officer Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ (With an electronic copy to ▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ in the case of any reporting information required to be provided to the Class A Insurer) If to the Backup Insurer: XL Capital Assurance Inc. 1221 Avenue of the ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, Attention of ▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Surveillance Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Backup Servicer: Systems & Services Technologies, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ St. ▇▇▇▇▇▇, MO 64503 Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, President and ▇▇▇▇▇▇ ▇▇▇▇, Executive Vice President/General Counsel Telephone: (Telecopy No. ▇▇▇) ▇▇▇-▇▇▇▇ Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including fax communication and shall be delivered any other method of communication authorized by hand the Lender) and mailed, faxed, or overnight courier serviceotherwise sent or delivered, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or either of the Collateral AgentGuarantors, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it at c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ The S▇▇▇▇ ▇& Wollensky Restaurant Group, Inc., 1▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. or fax number (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among , Attention: A▇▇▇ ▇. ▇▇▇▇▇▇, CFO; if to the Secured PartiesLender, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change at its address at 8▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or telecopy fax number for notices and (▇▇▇) ▇▇▇-▇▇▇▇, Attention: Director of Credit; or, as to the Borrower, either of the Guarantors or the Lender at such other communications hereunder address or fax number as shall be designated by such party in a written notice to the other parties heretoparty. All such notices and other communications given shall, when mailed, faxed, or otherwise sent or delivered, be effective when deposited in the mails, faxed, or otherwise sent or delivered, respectively, except that notices and communications to the Lender pursuant to Article II shall not be effective until received by the Lender. Delivery by fax of an executed counterpart of any party hereto in accordance with the provisions amendment or waiver of any provision of this Agreement or of any schedule or exhibit hereto to be executed and delivered hereunder shall be deemed effective as delivery of an original executed counterpart thereof. Purchase of Fee at Las Vegas Property If the Borrower, S&W Restaurant Group or any Affiliate acquires fee ownership of the Las Vegas Property during the term of this Agreement, the Lender shall, simultaneously with such acquisition, receive (in substitution of the Lender’s leasehold deed of trust) a fee deed of trust (the “Las Vegas Fee Deed of Trust”) encumbering the Las Vegas Property and securing, among other things, the Loan, which Las Vegas Fee Deed of Trust shall be in form and substance satisfactory to the Lender. The Las Vegas Fee Deed of Trust shall have been given and effective, if sent by mail or courier such priority with respect to the Lender’s other fee deed(s) of trust on the date Las Vegas Property as the Lender shall determine; or, at the Lender’s option, the Lender may consolidate the Las Vegas Fee Deed of delivery thereof Trust with one or more of the Lender’s other fee deed(s) of trust. In addition, upon the making of the Las Vegas Fee Deed of Trust, the Lender shall receive a reaffirmation from the Borrower and the Guarantors of their respective obligations under the Loan Documents, in form and substance satisfactory to the address specified herein for such notice, or if by telecopier when Lender. To the answerback is received or if by other means, extent the Lender determines that the acquisition of the fee interest in the Las Vegas Property has any bearing on the date Lender’s security with respect to the Loan, the Lender shall be entitled to a new (or amended) title insurance policy, a new survey and such other documents or due diligence items with respect to the Loan as are parallel with those being delivered in connection with the balance advance to be made under the Other Loan Agreement. The foregoing Basic Loan Terms are incorporated into and made a part of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 Term Loan Agreement. All capitalized terms used, but received on any day other than a Business Day or after business hours not defined in the place foregoing Basic Loan Terms shall have the meanings given to such terms in Schedule I annexed to this Agreement. TERM LOAN AGREEMENT, dated as of receiptDecember 17th, will be deemed to be received on 2002 between S&W OF LAS VEGAS, L.L.C., a Delaware limited liability company (the next Business Day in that place“Borrower”), THE S▇▇▇▇ & WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (the “S&W Restaurant Group”), DALLAS S&W, L.P., a Texas limited partnership (“S&W Dallas”; and together with S&W Restaurant Group, the “Guarantors”), and M▇▇▇▇▇ S▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation (the “Lender”).

Notices, Etc. (a) Except in the case of where telephonic instructions or notices and other communications expressly permitted are authorized herein to be given by telephone (and subject to except as provided in paragraph (b) below), all notices notices, demands, instructions and other communications provided for herein required or permitted to be given to or made upon any party hereto or any other Person shall be in writing and shall be personally delivered by hand or overnight courier service, mailed by certified or registered mail or sent by registered or certified mail, postage prepaid, return receipt requested, or by a reputable overnight or courier delivery service, or by telecopier, and shall be deemed to be given for purposes of this Agreement when received or in the case of notice delivered by telecopy, upon completion of transmission with a copy of such notice also being delivered under any of the methods provided above, all in accordance with the provisions of this Section 12.3. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 12.3, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective telecopier numbers) and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Borrowers’ Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇O▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇ Way, Perrysburg, OH 43551, attention: A▇▇▇▇ ▇▇▇▇▇ and Corporate Treasury, e-mail: a▇▇▇▇.▇▇▇▇▇@▇-▇.▇▇▇ (Telecopy No. (and c▇▇▇) .▇▇@▇-▇.▇▇▇-▇▇▇▇; (ii) if to Administrative Agent, to it at the Notice Address; and (iii) if to a Lender or any other Issuing Lender, to it at its address (or telecopy number) set forth on its most recent administrative questionnaire delivered to Administrative Agent or in the Assignment and Assumption Agreement pursuant to which such Lender shall have become a party hereto. (b) Notices and other communications among the Secured Partiesto or by any Agent, the Collateral Agent and/or Lenders and the Depository Bank Issuing Lender hereunder may be delivered or furnished by electronic communications. The communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by Administrative Agent and the applicable Lender and, to the extent applicable, the Issuing Lender. Any Agent or a 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 procedures may be limited to particular notices or communications. . Unless Administrative Agent otherwise prescribes, (ci) Any party hereto may change its address or telecopy number for notices and other communications hereunder sent to an e- mail address or by facsimile transmission shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice to the or other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement communication is sent after 5:00 p.m. (New York City time), such notice or communication shall be deemed to have been given and effective, if sent by mail or courier on at the date opening of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e- mail address as described in the foregoing clause (i) of notification that placesuch notice or communication is available and identifying the website address therefor. Each Loan Party and Lender hereunder agrees to notify Administrative Agent in writing promptly of any change to the notice information provided above.

Notices, Etc. (a) Except in the case of notices All notices, consents, waivers, and other communications expressly which are required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein under this Agreement shall be in writing and shall will be deemed given to a party (a) upon receipt, when personally delivered; (b) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified, costs prepaid) on the date of delivery, if delivered to the appropriate address by hand or by nationally recognized overnight courier serviceservice (costs prepaid); (c) the date of transmission if sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment if such notice or communication is delivered prior to 5:00 P.M., mailed New York City time, on a Trading Day, or the next Trading Day after the date of transmission, if such notice or communication is delivered on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, provided confirmation of facsimile is mechanically or electronically generated and kept on file by the sending party and confirmation of email is kept on file, whether electronically or otherwise, by the sending party and the sending party does not receive an automatically generated message from the recipients email server that such e-mail could not be delivered to such recipient; (d) the date received or rejected by the addressee, if sent by certified mail, return receipt requested, postage prepaid; or registered (e) seven days after the placement of the notice into the mails (first class postage prepaid), to the party at the address, facsimile number, or e-mail or sent address furnished by telecopythe such party, as follows: (i) if If to the Company, any Pipeline Borrower or the Collateral Agentto: Viveve Medical, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any GrantorInc. 34▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Executive Officer Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇ with a copy (which shall not constitute notice) to: ▇▇▇▇▇▇▇ Procter LLP Three Em▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attention of ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇@▇▇▇-▇▇▇▇▇▇▇. (b) Notices and ▇▇▇ if to a Purchaser, to: such Purchaser at the address set forth on the signature page hereto; or at such other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or address as any party shall have furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication writing in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that place11(f).

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be either (x) in writing (which includes electronic medium and shall be facsimile communication) and mailed, telecopied or delivered by hand or overnight courier service(y) as and to the extent set forth in Section 9.02(b) and in the proviso to this Section 9.02(a), mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company or any other Borrower, to (or in care of) the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, 1114 ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention ▇▇tention: Senior Vice President of Finance and Treasurer (with a copy at the same address to the Senior Vice President and General Counsel); if to any Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender; and if to the Agent, at its address at Building #3, 1615 ▇▇▇▇▇ ▇▇▇▇▇-, New Castle, Delaware 19720, Attention: Bank Loan Syndications Department, email for Notice of Issuance, Notice of Revolving Credit Borrowing or Notice of Swing Line Borrowing: GLAg▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-@▇▇▇▇.▇▇▇; ▇▇, as to the Company or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Interpublic Credit Agreement Company and the Agent, provided that materials required to be delivered pursuant to Section 5.01(h) shall be delivered to the Agent as specified in Section 9.02(b). All such notices and communications shall, when mailed, telecopied or e-mailed, be effective when deposited in the mails, telecopied or confirmed by e-mail, respectively, except that notices and communications to the Agent pursuant to Article II, III or VII shall not be effective until received by the Agent. Delivery by electronic medium or facsimile of an executed counterpart of any amendment or waiver of any provision of this Agreement or any Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder Materials required to be delivered pursuant to Section 5.01(h) may be delivered to the Agent in an electronic medium in a format acceptable to the Agent by e-mail at oplo▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ (▇▇ any other one e-mail address designated by the Agent from time to time) or furnished physical form, provided that, to the extent so provided in the last paragraph of Section 5.01(h), the Agent shall have the right to request that copies of the compliance certificates required to be delivered pursuant to clauses (i) and (ii), as applicable, of Section 5.01(h), be delivered in physical form, in which case the Company shall cause the same to be delivered to the Agent (and not the Lenders) as soon as reasonably practicable. For the avoidance of doubt, the Company shall not be required to deliver any Communications to the Lenders. Each Borrower agrees that the Agent may make such materials, as well as any other written information, documents, instruments and other material relating to such Borrower, any of its Subsidiaries or any other materials or matters relating to this Agreement, any Notes or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lenders by posting such notices on a password protected internet website such as Intralinks (the “Platform”). Each Borrower acknowledges that (i) the distribution of material through an electronic communicationsmedium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. The Administrative 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 Agent or a Borrower may, any of its Affiliates 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 procedures may be limited to particular notices or communicationsconnection with the Platform. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by 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, documents or other parties hereto. All notices and other communications given materials to any party hereto in accordance with the provisions such Lender for purposes of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receiptAgreement; provided that if requested by any Lender the Agent (and not the Company) shall deliver a notice given copy of the Communications to such Lender in writing. Each Lender agrees (i) to notify the Agent in writing of such Lender’s e-mail address or addresses to which a Notice may be sent by telecopier electronic transmission (including by electronic communication) on or electronic communication in accordance with before the date such Lender becomes a party to this Section 9.04 but received Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address(es) for such Lender) and (ii) that any day other than a Business Day Notice may be sent to such e-mail address or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeaddresses.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph except as provided in subsections (b) and (c) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, telecopier as follows: (i) if to the CompanyBorrower: ▇▇▇▇ ▇▇▇▇▇, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier No.: ▇▇▇-▇▇▇-▇▇▇▇ (ii) if to the Administrative Agent: Citibank, N.A. ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ Telephone No.: ▇▇▇▇, -▇▇▇ ▇-▇▇▇▇ Telecopier No.: ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇-▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇.; and (biii) Notices and other communications among the Secured Partiesif to a Lender, the Collateral Agent and/or the Depository Bank hereunder may be delivered to it at its address (or furnished by electronic communications. The Administrative Agent or a Borrower may, telecopier number) set forth in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided Administrative Questionnaire;provided that approval of such procedures may be limited to particular notices or communications. (c) Any any party hereto may change its address or telecopy telecopier number for notices and other communications hereunder by notice to the other parties hereto. All Except as provided in subsection (d) below, notices and other communications given to any party hereto in accordance with the provisions of this Agreement sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given and effective, if when received; notices sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be received deemed to have been given at the opening of business on the next Business Day for the recipient), except that notices and communications to the Administrative Agent pursuant to Article II or VII shall not be effective until received by the Administrative Agent. Notices delivered through electronic communications to the extent provided in subsections (b) and (c) below, shall be effective as provided in said subsections (b) and (c). (b) The Borrower hereby agrees that placeit will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of Default under this Agreement or (iii) is required to be delivered to satisfy any condition precedent to the occurrence of the Closing Date and/or any borrowingBorrowing or issuance of any Letter of Credit (all such non-excluded communications being referred to herein collectively as "Communications"), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Administrative Agent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. In addition, the Borrower agrees to continue to provide the Communications to the Administrative Agent in the manner specified in the Loan Documents but only to the extent requested by the Administrative Agent. (c) The Borrower further agrees that the Administrative Agent may make the Communications available to the Lenders and the Issuing Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the "Platform"). THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. 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 AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE "AGENT PARTIES") HAVE ANY LIABILITY TO ANY OBLIGOR, ANY LENDER, ANY ISSUING LENDER OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF SUCH OBLIGOR'S OR THE ADMINISTRATIVE AGENT'S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (d) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees (i) to provide to the Administrative Agent in writing (including by electronic communication), promptly after the date of this Agreement, an e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address. (e) Nothing herein shall prejudice the right of the Administrative Agent, any Issuing Lender or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telecopy communication) and shall be telecopied or delivered (by hand mail, overnight delivery service or overnight courier serviceotherwise), mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentAccount Party, to it RenRe at the address set forth below on the signature pages hereof; if to any Lender, at its Lending Office; if to Wachovia (in its capacity as Issuing Bank) at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Mail Code NC-6034, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇ (▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: International Operations -- Standby Letter of Credit Department, Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇; and if to the Administrative Agent or Collateral Agent, at its address at Charlotte Plaza Building CP-23, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attn: Syndication Agency Services, Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇; or, as to any party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall be effective, (i) when telecopied, when transmitted by telecopier, (ii) when delivered via reputable overnight delivery service, on the next Business Day following the date of mailing with such overnight delivery service, and (iii) otherwise, upon delivery to the party receiving notice, except that notices and communications to the Administrative Agent pursuant to Article II, III or VII shall not be effective until received by the Administrative Agent. Manual delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof. Notwithstanding the foregoing, all communications and reports from the Credit Parties to the Lenders generally (other than notices required under SECTION 5.01(d)) may be made by posting to the IntraLinks (or comparable successor service acceptable to the Administrative Agent) web site, with e-mail notice timely initiated by the applicable web service, in which case such communications and reports will be effective when posted and the applicable notices released by e-mail. (b) Notices Each Credit Party hereby irrevocably and unconditionally authorizes RenRe to deliver any and all notices, statements, consents or other communications among required or allowed on behalf of each of the Secured PartiesCredit Parties pursuant to the Credit Documents, and the Administrative Agent, the Issuing Bank, the Collateral Agent and/or and the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement Lenders shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof to the address specified herein for fully protected in relying upon any such notice, statement, consent or if other communication delivered by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed to be received on the next Business Day in that placeRenRe.

Notices, Etc. (a) Except Unless specifically provided otherwise in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)this Agreement, all notices and other communications provided for herein hereunder shall be in writing (including facsimile) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopyfacsimile, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral AgentBorrower, to it in care of FE at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇Attention: Treasurer, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices ; if to any Bank, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assignment and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications Assumption pursuant to procedures approved by itwhich it became a Lender; provided that approval of such procedures may be limited if to particular notices or communications. (c) Any party hereto may change the Administrative Agent, at its address or telecopy number for notices and at PNC Bank, National Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇, Agency Services; if to any Fronting Bank identified on Schedule II hereto, at the address specified opposite its name on Schedule II hereto; if to any other communications hereunder Fronting Bank, at such address as shall be designated by such Fronting Bank in a written notice to the other parties heretoparties; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All Subject to the other notice requirements of this Agreement, all notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by mail or courier on the date of delivery thereof receipt if delivered by hand or overnight courier service, mailed or sent by facsimile to such party and received during the address specified herein for normal business hours of such notice, party as provided in this Section or if by telecopier when in accordance with the answerback is received or if by other means, on the date of receipt; provided that a notice latest unrevoked direction from such party given by telecopier or electronic communication in accordance with this Section 9.04 but Section. If such notices and communications are received on any day other than a Business Day or after the normal business hours in the place of receiptsuch party, will receipt shall be deemed to be received on have been given upon the opening of the recipient’s next Business Day in that placeDay.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below)as otherwise provided herein, all notices and other communications provided for herein hereunder to any party shall be in writing and shall be delivered by hand or overnight courier service, mailed sent by certified or registered mail mail, return receipt requested, by overnight delivery service, with all charges prepaid, by hand delivery, or sent by telecopye-mail, as follows: to (i) if to in the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 case of the Credit Agreement; (ii) if to any GrantorAgents, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository BankCorporate Trust Office, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ Attention: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇, Email: ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-.▇▇▇▇▇▇@▇▇▇. ▇▇▇, and (ii) in the case of any other Person, such party’s address or e-mail address set forth in Schedule 1 or Schedule 2 hereto, as applicable, or as set forth in the Joinder Agreement or Assignment and Acceptance pursuant to which it became a party hereto, or at such other address or e-mail address as such party may hereafter specify in a notice given in the manner required under this Section 11.02. All such notices and correspondence shall be deemed given (a) if sent by certified or registered mail, three (3) Business Days after being postmarked, (b) Notices and other communications among if sent by overnight delivery service or by hand delivery, when received at the Secured Partiesabove stated addresses or when delivery is refused, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a 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 procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given and effective, if sent by electronic transmission, upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or courier other written acknowledgement) and (d) if made available and posted on an internet or intranet website to which each Lender and the date of delivery thereof Administrative Agent have access (whether a commercial, third-party website (including any website maintained by the SEC) or whether sponsored by the Administrative Agent). Each Borrower hereby irrevocably consents and agrees to the address specified herein for such noticeservice of any and all legal process, summons, notices and documents out of any courts in any action, suit or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication proceeding in accordance connection with this Section 9.04 but received on any day other than Agreement by serving a Business Day copy thereof upon such Borrower or after business hours in the place of receiptby mailing copies thereof by regular or overnight mail, will be deemed postage prepaid, to be received on the next Business Day in that placesuch Borrower at its address as specified above.

Notices, Etc. (a) Except in the case of All communications, notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications consents provided for herein shall be in writing writing, including telex, telecopy or other wire transmission containing a request for assurance of receipt in a manner typical with respect to communications of that type, or mailed by registered or certified mail, and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: addressed (i) if to the CompanyOwner Participant, any Pipeline Borrower or at the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; for notices set forth on Schedule 1; (ii) if to any GrantorFNBC or the Owner Trustee, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, Attention: Corporate Trust Department; (iii) if to IT or the Indenture Trustee, Four ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Attention: Corporate and Agency Group - Public Utilities Group; (iv) if to Funding Corporation, at c/o National Corporate Research, Ltd., ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. ▇; (bv) Notices and other communications among the Secured Parties, if to the Collateral Agent and/or Trust Trustee at Four ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate and Agency Group - Public Utilities Group; and (vi) if to the Depository Bank hereunder may be delivered Lessee, at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer, or furnished by electronic communications. The Administrative Agent at such other address as any party (or a 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 procedures may be limited to particular notices successors or communications. (cpermitted assigns hereunder) Any party hereto may change its address or telecopy number for notices and other communications hereunder from time to time designate by notice duly given in accordance with the provisions of this Section to the other parties hereto. All such communications, notices and other communications consents given to any party hereto in accordance with the provisions of this Agreement manner provided above shall be deemed to have been given and effective, effective (x) if sent by mail telex, telecopy or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other meanswire transmission, on the date of receipt; provided that a notice given transmission thereof, or (y) if sent by telecopier or electronic communication mail, three Business Days after being mailed. (n) Schedule 5 to the Participation Agreement is amended to include the additional Pricing Assumptions set forth in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours Schedule 1 hereto. (o) Schedule 7 to the Participation is hereby amended in its entirety to read as set forth in Schedule 2 hereto. (p) Appendix A to the place of receipt, will be deemed Participation Agreement is hereby amended as set forth in Schedule A-1 to be received on the next Business Day in that placeAppendix A attached hereto.

Notices, Etc. (a) Except in the case of notices where telephonic instructions are authorized herein to be given, all notices, demands, instructions and other communications expressly required or permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein or made upon any party hereto shall be in writing and shall be personally delivered or sent by hand registered, certified or overnight express mail, postage prepaid, or by facsimile transmission, or by prepaid courier service, mailed by certified or registered mail or sent by telecopy, as follows: (i) if to the Company, any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇ (Telecopy No. (▇▇▇) ▇▇▇-▇▇▇▇. (b) Notices and other communications among the Secured Parties, the Collateral Agent and/or the Depository Bank hereunder may be delivered or furnished by electronic communications. The Administrative Agent or a Borrower maymail (if the recipient has provided an email address in Schedule 5), in its discretion, agree and shall be deemed to accept notices and other communications to it hereunder be given for purposes of this Agreement on the day that such writing is received by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto intended recipient thereof in accordance with the provisions of this Agreement Section 13.02. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section 13.02, notices, demands, instructions and other communications in writing shall be given to or made upon the respective parties hereto at their respective addresses (or to their respective facsimile numbers or email addresses) indicated in Schedule 5, and, in the case of telephonic instructions or notices, by calling the telephone number or numbers indicated for such party in Schedule 5. ▇▇▇▇▇ Fargo agrees to accept and act upon instructions or directions pursuant to this Agreement, any other Facility Document, or any Related Document or any document executed in connection herewith or therewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods; provided, however, that any person providing such instructions or directions shall provide to ▇▇▇▇▇ Fargo an incumbency certificate listing persons designated to provide such instructions or directions as such incumbency certificate may be supplemented from time to time. If any person elects to give ▇▇▇▇▇ Fargo email or facsimile instructions (or instructions by a similar electronic method) and ▇▇▇▇▇ Fargo in its discretion elects to act upon such instructions, ▇▇▇▇▇ Fargo’s reasonable understanding of such instructions shall be deemed to have been given controlling. ▇▇▇▇▇ Fargo shall not be liable for any losses, costs or expenses arising directly or indirectly from ▇▇▇▇▇ Fargo’s reliance upon and effective, compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions acknowledges and agrees that there may be more secure methods of transmitting such -122- instructions than the method(s) selected by it and agrees that the security procedures (if sent by mail or courier on the date of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after business hours in the place of receipt, will be deemed any) to be received on the next Business Day followed in that placeconnection with its transmission of such instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances.

Notices, Etc. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all All notices and other communications provided for herein hereunder shall be in writing (including telecopier) and shall be mailed, telecopied or delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as followshand: (i) if to the Company, Company or any Pipeline Borrower or the Collateral Agent, to it at its address specified in or pursuant to Section 10.01 of the Credit Agreement; (ii) if to any Grantor, to it c/o the Company at the address specified in or pursuant to clause (i) above; (iii) if to the Depository Bank, to it at JPMorgan Chase Bank, N.A., Institutional Trust Services, ▇ Guarantor: Cigna Corporation Two Liberty Place 1▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of ▇▇▇▇▇ ▇▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Assistant Treasurer Telephone No.: 2▇▇-▇▇▇-▇▇▇▇ Telecopier No.: 2▇▇-▇▇▇-▇▇▇▇ e-mail: d▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ (Telecopy ii) if to the Administrative Agent: M▇▇▇▇▇ S▇▇▇▇▇▇ Senior Funding, Inc., as Administrative Agent Address for Notices: M▇▇▇▇▇ S▇▇▇▇▇▇ Senior Funding, Inc. 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ Street Wharf, 4th Floor Baltimore, MD 21231 Attention: M▇▇▇▇▇ S▇▇▇▇▇▇ Loan Operations Telephone No. .: (▇▇▇) ▇▇▇-▇▇▇▇ e‑mail: A▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (biii) Notices and other communications among the Secured Partiesif to any Bank, the Collateral Agent and/or the Depository Bank hereunder may be delivered at its address (or furnished by electronic communications. The Administrative Agent or a Borrower may, telecopier number) set forth in its discretionAdministrative Questionnaire; or, agree as to accept notices and the Company or the Administrative Agent, at such other communications to it hereunder address as shall be designated by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. (c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by in a written notice to the other parties heretoand, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Administrative Agent. All such notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been duly given and effectiveor made (A) in the case of hand deliveries, when delivered by hand, (B) in the case of mailed notices, upon receipt if sent by mail or courier on certified mail, postage prepaid, and (C) in the date case of delivery thereof to the address specified herein for such notice, or if by telecopier when the answerback is received or if by other means, on the date of receipt; provided that a notice given by telecopier or electronic communication in accordance with this Section 9.04 but received on any day other than a Business Day or after notice, when transmitted and confirmed during normal business hours in (or, if delivered after the place close of receiptnormal business hours, will be deemed to be received at the beginning of business hours on the next Business Day Day), except that notices and communications to the Administrative Agent pursuant to Article III or V shall not be effective until received by the Administrative Agent. (b) The Company hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to the payment of any principal of any Term Loan or other amount due under this Agreement prior to the scheduled date therefor, (ii) provides notice of any Default under this Agreement or (iii) is required to be delivered to satisfy any condition precedent to the occurrence of the Closing Date and/or any borrowing (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent to A▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. In addition, the Company agrees to continue to provide the Communications to the Administrative Agent in the manner otherwise specified in this Agreement but only to the extent requested by the Administrative Agent. (c) The Company and the Guarantors further agree that placethe Administrative Agent may make the Communications available to the Banks by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, THE “AGENT PARTIES”) HAVE ANY LIABILITY TO THE COMPANY, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE COMPANY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (d) The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of this Agreement. Each Bank agrees that notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Bank for purposes of this Agreement. Each Bank agrees (i) to provide to the Administrative Agent in writing (including by electronic communication), promptly after the date of this Agreement, an e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address. (e) Nothing herein shall prejudice the right of the Administrative Agent or any Bank to give any notice or other communication pursuant to this Agreement in any other manner specified herein.