Common use of Notices; Payment Information Clause in Contracts

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents and the Investors to make investments in Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor in good faith believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 the Notice Letter Agreement or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative AgentManaging Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Agent and the Investors Managing Agents to make investments in Permitted Eligible Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor Agent or the Managing Agents in good faith believes believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor or the Managing Agents a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative AgentAgent or the Investors, the records of the Administrative Agent or the Managing Agents shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or email or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents and the Investors to make investments in Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor in good faith believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative AgentManaging Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Agent and the Investors Managing Agents to make investments in Permitted Eligible Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor Agent or the Managing Agents in good faith believes believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor or the Managing Agents a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative AgentAgent or the Investors, the records of the Administrative Agent or the Managing Agents shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or email or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents and the Investors to make investments in Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor in good faith believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern.. 77

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder under this Agreement shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 2 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (ia) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 9.13 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iiib) if given by overnight courier, one two (12) Business Day Days after deposit thereof with a national an international overnight courier service, or (ivc) if given by any other means, when received at the address specified in this Section 11.3, 9.13; provided that an Investment each Borrowing Request shall only be effective upon receipt by the Administrative Agent. However, Notwithstanding anything in this Section 11.3 9.13 to the contrary notwithstandingcontrary, the SPV Borrower hereby authorizes the Administrative Agent, the Funding Agents Agent and the Investors each Liquidity Bank to make investments in Permitted Eligible Investments and to make Investments and Rate Period selections Advances based on telephonic notices made by any Person which the Conduit Investor Agent or such Liquidity Bank in good faith believes to be acting on behalf of the SPV. The SPV Borrower, and the Borrower agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor a written confirmation of each telephonic notice signed by an authorized officer of SPVthe Borrower. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative AgentAgent or any Liquidity Bank, the records of the Administrative Agent or such Liquidity Bank shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 13.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 Schedule 13.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3Schedule 13.3, provided that an Investment a Borrowing Request shall only be effective upon receipt by the Administrative applicable Agent. However, anything in this Section 11.3 13.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Facility Agent and the Investors Lenders to make investments in Permitted Eligible Investments and to make Investments Loans and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor a Lender in good faith believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor Lenders a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative Agentany Lender, the records of the Administrative Agent such Lender shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address, email address or facsimile number set forth in Schedule 11.3 13.3 or at such other address, email address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 Schedule 13.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3Schedule 13.3, provided that an Investment a Borrowing Request shall only be effective upon receipt by the Administrative applicable Agent. Unless the Facility Agent otherwise prescribes, notices and other 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 other written acknowledgement); provided that if such notice, email 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 next Business Day for the recipient. However, anything in this Section 11.3 13.3 to the contrary notwithstanding, the each SPV hereby authorizes the Administrative Agent, the Funding Agents Facility Agent and the Investors Lenders to make investments in Permitted Eligible Investments and to make Investments Loans and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor a Lender in good faith believes to be acting on behalf of the such SPV. The If requested by the Facility Agent or a Lender, each SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor Lenders a written confirmation of each telephonic notice signed by an authorized officer of such SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative Agentany Lender, the records of the Administrative Agent such Lender shall govern.

Notices; Payment Information. Except as provided below, ---------------------------- all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as ------------- such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given ------------ by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3, ------------ provided that an Investment Request shall only be effective upon receipt by the Administrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby ------------ authorizes the Administrative Agent, the Funding Agents and the Investors to make investments in Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor in good faith believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative Agent, the records of the Administrative Agent shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission (including e-mail) or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is receivedreceived (provided that if such communication or notice is not sent during the normal business hours of the recipient, such communication or notice shall be deemed to have been sent at the opening of business on the next Business Day for the recipient), (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, (iv) if given by electronic transmission (including e-mail), upon the sender’s receipt of an affirmative acknowledgement from the intended recipient such as return e-mail or other written acknowledgement (but not via a “return receipt requested” function or automated “out of office” reply) or (ivv) if given by any other means, when received at the address specified in this Section 11.311.3 and confirmation is received, provided that an Investment Request shall only be effective upon receipt by the Administrative AgentManaging Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Agent and the Investors Managing Agents to make investments in Permitted Eligible Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor Agent or the Managing Agents in good faith believes believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor or the Managing Agents a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative AgentAgent or the Investors, the records of the Administrative Agent or the Managing Agents shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile e-mail or other electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iiiii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, (iii) if given by electronic transmission (including e-mail), upon the sender’s receipt of an affirmative acknowledgement from the intended recipient such as return e-mail or other written acknowledgement (but not via a “return receipt requested” function or automated “out of office” reply) or (iv) if given by any other means, when received at the address specified in this Section 11.311.3 and confirmation is received, provided that an Investment Request shall only be effective upon receipt by the Administrative AgentManaging Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Agent and the Investors Managing Agents to make investments in Permitted Eligible Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor Agent or the Managing Agents in good faith believes believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor or the Managing Agents a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from 95 Commitment: MUFG FIFTH THIRD BANK, $70,000,000 LTD. NATIONAL ASSOCIATION, as a Managing Agent and Administrator for the action taken by MUFG Fifth Third Investor Group By: Name: Title: MUFG FIFTH THIRD BANK, LTD. NATIONAL ASSOCIATION, as a Committed Investor for the Administrative AgentMUFG Fifth Third Investor Group By: Name: Title: PNC-Valvoline Transfer and Administration Agreement GOTHAM FUNDING CORPORATION, as a Conduit Investor and an Uncommitted Investor for the records MUFG Investor Group By: Name: Title: [REMINDER OF PAGE INTENTIONALLY LEFT BLANK] PNC CAPITAL MARKETS LLC as Structuring Agent By: Name: Title: PNC-Valvoline Transfer and Administration Agreement SCHEDULE I Section 2.4 of the Administrative Agent this Agreement shall govern.be read in its entirety as follows:

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule SCHEDULE 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section SECTION 11.3 and confirmation is received, (ii) if given by mail, three five (35) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section SECTION 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative Agent. However, anything in this Section SECTION 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Agent and the Investors to make investments in Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor in good faith believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative AgentConduit Investor, the records of the Administrative Agent Conduit Investor shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address, email address or facsimile number set forth in Schedule 11.3 13.3 or at such other address, email address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 Schedule 13.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3Schedule 13.3, provided that an Investment a Borrowing Request shall only be effective upon receipt by the Administrative applicable Agent. Unless the Facility Agent otherwise prescribes, notices and other 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 other written acknowledgement); provided that if such notice, email 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 next business day for the recipient. However, anything in this Section 11.3 13.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Facility Agent and the Investors Lenders to make investments in Permitted Eligible Investments and to make Investments Loans and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor a Lender in good faith believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor Lenders a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative Agentany Lender, the records of the Administrative Agent such Lender shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 the Notice Letter Agreement or at such other address or facsimile 84 number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative AgentManaging Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Agent and the Investors Managing Agents to make investments in Permitted Eligible Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor Agent or the Managing Agents in good faith believes believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor or the Managing Agents a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative AgentAgent or the Investors, the records of the Administrative Agent or the Managing Agents shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 herein or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (ia) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (iib) if given by mail (including electronic mail), three (3) Business Days following such postingas of the date of first attempted delivery, if postage prepaid, and if sent via U.S. certified or registered mail, (iiic) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, service or (iv) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative applicable Class Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Investors and the Investors Class Agents to make investments in Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor Investors or the Class Agents, as applicable, in good faith believes believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative AgentInvestors or the Class Agents, each Funding Agent and Conduit Investor as applicable, a written confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative AgentInvestors or the Class Agents, as applicable, the records of the Administrative Agent Investor or the Class Agents, as applicable, shall govern.

Notices; Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing (including facsimile or electronic transmission or similar writing) and shall be given to the other party at its address or facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be effective upon receipt by the Administrative AgentManaging Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent, the Funding Agents Agent and the Investors Managing Agents to make investments in Permitted Eligible Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Conduit Investor Agent or the Managing Agents in good faith believes believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor or the Managing Agents a written confirmation of each telephonic notice signed by an authorized officer of the SPV. However, the absence of such confirmation shall not affect the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative AgentAgent or the Investors, the records of the Administrative Agent or the Managing Agents shall govern.