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 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 Managing Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent and the Managing Agents to make investments in Eligible Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent 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 Agent or the Investors, the records of the 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 the Notice Letter Agreement 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 Managing AgentsAdministrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent Administrative Agent, the Funding Agents and the Managing Agents Investors to make investments in Eligible Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Agent or the Managing Agents Conduit Investor in good faith believe believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent or the Managing Agents 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 Agent or the InvestorsAdministrative Agent, 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 the Notice Letter Agreement 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 Managing AgentsAdministrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent Administrative Agent, the Funding Agents and the Managing Agents Investors to make investments in Eligible Permitted Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents Conduit Investor in good faith believe believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent or the Managing Agents 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 Agent or the InvestorsAdministrative Agent, 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 the Notice Letter Agreement 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 Managing Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent and the Managing Agents to make investments in Eligible Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent 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 Agent or the Investors, the records of the Agent or the Managing Agents shall govern.

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 the Notice Letter Agreement Schedule 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 Managing AgentsAgent. However, Notwithstanding anything in this Section 11.3 9.13 to the contrary notwithstandingcontrary, the SPV Borrower hereby authorizes the Agent and the Managing Agents each Liquidity Bank to make investments in Eligible Investments and to make Investments Advances based on telephonic notices made by any Person which the Agent or the Managing Agents such Liquidity Bank in good faith believe believes to be acting on behalf of the SPV. The SPV Borrower, and the Borrower agrees to deliver promptly to the Agent or the Managing Agents 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 Agent or the Investorsany Liquidity Bank, the records of the Agent or the Managing Agents 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 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 the Notice Letter Agreement 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 Managing Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent and the Managing Agents to make investments in Eligible Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent 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 Agent or the Investors, the records of the 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, email address or facsimile number set forth in the Notice Letter Agreement Schedule 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 Managing Agentsapplicable 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 Facility Agent and the Managing Agents Lenders to make investments in Eligible Investments and to make Investments Loans and Rate Period selections based on telephonic notices made by any Person which the Agent or the Managing Agents a Lender in good faith believe 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 Agent or the Managing Agents 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 Agent or the Investorsany Lender, the records of the Agent or the Managing Agents 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 (including e-mail) or similar writing) and shall be given to the other party at its address or facsimile number set forth in the Notice Letter Agreement 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 Managing Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent and the Managing Agents to make investments in Eligible Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent 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 Agent or the Investors, the records of the 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 the Notice Letter Agreement 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 Managing AgentsAdministrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby ------------ authorizes the Agent Administrative Agent, the Funding Agents and the Managing Agents Investors to make investments in Eligible Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Agent or the Managing Agents Conduit Investor in good faith believe believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent or the Managing Agents 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 Agent or the InvestorsAdministrative Agent, 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 the Notice Letter Agreement 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 Managing AgentsAdministrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent Administrative Agent, the Funding Agents and the Managing Agents Investors to make investments in Eligible Permitted Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents Conduit Investor in good faith believe believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent or the Managing Agents 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 Agent or the InvestorsAdministrative Agent, the records of the Administrative Agent or the Managing Agents shall govern.. 77

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 the Notice Letter Agreement 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 Managing Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent and the Managing Agents to make investments in Eligible Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent 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 Agent or the Investors, the records of the 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 the Notice Letter Agreement 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 Managing AgentsAgent. However, anything in this Section SECTION 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent and the Managing Agents Investors to make investments in Eligible Permitted Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents Conduit Investor in good faith believe believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent or the Managing Agents 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 Agent or the InvestorsConduit Investor, the records of the Agent or the Managing Agents 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 or facsimile number set forth in the Notice Letter Agreement 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 Managing Agentsapplicable Class Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent Investors and the Managing Class Agents to make investments in Eligible Permitted Investments and to make Investments and Rate Period selections based on telephonic notices made by any Person which the Agent Investors or the Managing Agents Class Agents, as applicable, in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent Investors or the Managing Agents Class Agents, 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 Agent Investors or the InvestorsClass Agents, as applicable, the records of the Agent Investor or the Managing Agents 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 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 the Notice Letter Agreement 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 Managing Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent and the Managing Agents to make investments in Eligible Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent 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 MUFG 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 MUFG Investor Group By: Name: Title: [REMINDER OF PAGE INTENTIONALLY LEFT BLANK] PNC CAPITAL MARKETS LLC as Structuring Agent or the Investors, the records By: Name: Title: PNC-Valvoline Transfer and Administration Agreement SCHEDULE I Section 2.4 of the Agent or the Managing Agents 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 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 Managing Agents. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Agent and the Managing Agents to make investments in Eligible Investments and to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents in good faith believe to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent 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 Agent or the Investors, the records of the 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, email address or facsimile number set forth in the Notice Letter Agreement Schedule 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 Managing Agentsapplicable 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 Facility Agent and the Managing Agents Lenders to make investments in Eligible Investments and to make Investments Loans and Rate Period selections based on telephonic notices made by any Person which the Agent or the Managing Agents a Lender in good faith believe believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent or the Managing Agents 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 Agent or the Investorsany Lender, the records of the Agent or the Managing Agents 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 the Notice Letter Agreement 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 Managing Agentsapplicable Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the SPV hereby authorizes the Administrative Agent and the Managing Agents to make investments in Eligible Investments and Investors to make Investments based on telephonic notices made by any Person which the Agent or the Managing Agents a Conduit Investor in good faith believe believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent or the Managing Agents Conduit Investors 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 Agent or the Investorsany Conduit Investor, the records of the Agent or the Managing Agents such 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 or facsimile number set forth in the Notice Letter Agreement Schedule 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 Managing Agentsapplicable Agent. However, anything in this Section 11.3 13.3 to the contrary notwithstanding, the SPV hereby authorizes the Facility Agent and the Managing Agents Lenders to make investments in Eligible Investments and to make Investments Loans and Rate Period selections based on telephonic notices made by any Person which the Agent or the Managing Agents a Lender in good faith believe believes to be acting on behalf of the SPV. The SPV agrees to deliver promptly to the Agent or the Managing Agents 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 Agent or the Investorsany Lender, the records of the Agent or the Managing Agents such Lender shall govern.