Delaware Avenue Uses in Notices Clause

Notices from Amended and Restated Intercreditor Agreement

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated October 27, 2016, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), Credit Acceptance Funding LLC 2016-3 ("Funding 2016-3"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Funding LLC 2014-2 ("Funding 2014-2"), Credit Acceptance Funding LLC 2014-1 ("Funding 2014-1"), Credit Acceptance Auto Loan Trust 2016-3 (the "2016-3 Trust"), Credit Acceptance Auto Loan Trust 2016-2 (the "2016-2 Trust"), Credit Acceptance Auto Loan Trust 2015-2 (the "2015-2 Trust"), Credit Acceptance Auto Loan Trust 2015-1 (th

Notices. Except as otherwise provided herein, all notices or demand hereunder to the parties hereto shall be sufficient if made in writing, and: (i) sent via certified or registered mail (or the equivalent thereof), postage prepaid, (ii) delivered by messenger or overnight courier, or (iii) transmitted via facsimile with a confirmation of the receipt thereof. Notice shall be deemed to be given for purposes of this Agreement on the day of receipt. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands and other communications in writing shall be given to or made upon the respective parties hereto: (a) in the case of any of the CAC Entities, to Silver Triangle Building, 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339, Attention: Douglas W. Busk, telephone: (248) 353-2700 (ext. 4432), facsimile: (866) 743-2704; (b) in the case of the 2016-3 Trust, the 2016-2 Trust, the 2015-2 Trust, the 2015-1 Trust, the 2014-2 Trust and the 2014-1 Trust also to 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801 Attention: Nicole Poole, telephone: (302) 576-3704, facsimile: (302) 576-3717; (c) in the case of Fifth Third, to 38 Fountain Square Plaza, MD 109046, Cincinnati, Ohio 45263, Attention: Brian Gardner, telephone: (513) 534-7949, facsimile: (513) 534-0319; (d) in the case of BMO, to Bank of Montreal, 115 South LaSalle Street, 20th Floor West, Chicago, Illinois 60603, Attention: Karen Louie, Facsimile No.: (312) 293-4948, Confirmation No.: (312) 293-4410; (e) in the case of the 2016-3 Trustee, the 2016-2 Trustee, the 2016-1 Collateral Agent, the 2015-2 Trustee, the 2015-1 Trustee, the 2014-2 Trustee and the 2014-1 Trustee to MAC N9300-061, 600 S. 4th Street, Minneapolis, Minnesota 55479 Attention: Corporate Trust Services - Asset-Backed Administration, telephone: (612) 667-8058, facsimile: (612) 667-3464; (f) in the case of Comerica, to 411 West Lafayette, 7th Floor, MC: 3394, Detroit, Michigan 48226, Attention: Anthony E. Lemelin, telephone: (313) 222-9224, facsimile: (313) 222-3716; (g) in the case of Flagstar, to 5151 Corporate Drive, Troy, Michigan 48098, Attention: Kelly Hamrick, telephone: (248)-312-2593, facsimile: (248)-250-5845.

Notices from Amended and Restated Intercreditor Agreement

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated May 12, 2016, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), Credit Acceptance Funding LLC 2016-2 ("Funding 2016-2"), Credit Acceptance Funding LLC 2016-1 ("Funding 2016-1"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Funding LLC 2014-2 ("Funding 2014-2"), Credit Acceptance Funding LLC 2014-1 ("Funding 2014-1"), Credit Acceptance Funding LLC 2013-2 ("Funding 2013-2"), Credit Acceptance Auto Loan Trust 2016-2 (the "2016-2 Trust"), Credit Acceptance Auto Loan Trust 2015-2 (the "2015-2 Trust"), Credit Acceptance Auto Loan Trust 2015-1 (the "2015-1 Trust"), Credit Acceptance Auto Loan Trust 2014-2 (the "

Notices. Except as otherwise provided herein, all notices or demand hereunder to the parties hereto shall be sufficient if made in writing, and either: (i) sent via certified or registered mail (or the equivalent thereof), postage prepaid, (ii) delivered by messenger or overnight courier, or (iii) transmitted via facsimile with a confirmation of the receipt thereof. Notice shall be deemed to be given for purposes of this Agreement on the day of receipt. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands and other communications in writing shall be given to or made upon the respective parties hereto: (a) in the case of any of the CAC Entities, to Silver Triangle Building, 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339, Attention: Douglas W. Busk, telephone: (248) 353-2700 (ext. 4432), facsimile: (866) 743-2704; (b) in the case of the 2016-2 Trust, the 2015-2 Trust, the 2015-1 Trust, the 2014-2 Trust, the 2014-1 Trust and the 2013-2 Trust also to 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801 Attention: Annette Morgan, telephone: (302) 576-3706, facsimile: (302) 576-3717; (c) in the case of Fifth Third, to 38 Fountain Square Plaza, MD 109046, Cincinnati, Ohio 45263, Attention: Brian Gardner, telephone: (513) 534-7949, facsimile: (513) 534-0319; (d) in the case of BMO, to Bank of Montreal, 115 South LaSalle Street, 20th Floor West, Chicago, Illinois 60603, Attention: Karen Louie, Facsimile No.: (312) 293-4948, Confirmation No.: (312) 293-4410; (e) in the case of the 2016-2 Trustee, the 2016-1 Collateral Agent, the 2015-2 Trustee, the 2015-1 Trustee, the 2014-2 Trustee, the 2014-1 Trustee and the 2013-2 Trustee to MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479 Attention: Corporate Trust Services - Asset-Backed Administration, telephone: (612) 667-8058, facsimile: (612) 667-3464; (f) in the case of Comerica, to 411 West Lafayette, 7th Floor, MC: 3394, Detroit, Michigan 48226, Attention: Anthony E. Lemelin, telephone: (313) 222-9224, facsimile: (313) 222-3716; (g) in the case of Flagstar, to 5151 Corporate Drive, Troy, Michigan 48098, Attention: Kelly Hamrick, telephone: (248)-312-2593, facsimile: (248)-250-5845.

Notices from Sale and Servicing Agreement

This SALE AND SERVICING AGREEMENT, dated as of March 30, 2016, among HYUNDAI AUTO RECEIVABLES TRUST 2016-A, a Delaware statutory trust (the "Issuer"), HYUNDAI ABS FUNDING, LLC, a Delaware limited liability company (the "Depositor"), HYUNDAI CAPITAL AMERICA, a California corporation, as servicer (in such capacity, the "Servicer") and as seller (in such capacity, the "Seller"), and CITIBANK, N.A., a national banking association, as indenture trustee (the "Indenture Trustee").

Notices. All demands, notices, communications and instructions upon or to the Depositor, the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or any Rating Agency under this Agreement shall be in writing, personally delivered, faxed and followed by first class mail, or mailed by certified mail, return receipt requested (or with respect to any Rating Agency, electronically delivered), and shall be deemed to have been duly given upon receipt (a) in the case of the Depositor, to 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention: President and Secretary; (b) in the case of the Servicer and HCA, to 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention: Treasurer; (c) in the case of the Issuer or the Owner Trustee, to U.S. Bank Trust National Association, 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801, Attention: Corporate Trust Administration; (d) in the case of Moody's, to Moody's Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, 25th Floor, New York, NY 10007; (e) in the case of the Indenture Trustee, at the Corporate Trust Office; and (f) in the case of Standard & Poor's, via electronic delivery to [email protected] or at the following address: 55 Water Street (40th Floor), New York, New York 10041, Attention: ABS Surveillance Department; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Notices from Sale and Servicing Agreement

This SALE AND SERVICING AGREEMENT, dated as of March 30, 2016, among HYUNDAI AUTO RECEIVABLES TRUST 2016-A, a Delaware statutory trust (the "Issuer"), HYUNDAI ABS FUNDING, LLC, a Delaware limited liability company (the "Depositor"), HYUNDAI CAPITAL AMERICA, a California corporation, as servicer (in such capacity, the "Servicer") and as seller (in such capacity, the "Seller"), and CITIBANK, N.A., a national banking association, as indenture trustee (the "Indenture Trustee").

Notices. All demands, notices, communications and instructions upon or to the Depositor, the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or any Rating Agency under this Agreement shall be in writing, personally delivered, faxed and followed by first class mail, or mailed by certified mail, return receipt requested (or with respect to any Rating Agency, electronically delivered), and shall be deemed to have been duly given upon receipt (a) in the case of the Depositor, to 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention: President and Secretary; (b) in the case of the Servicer and HCA, to 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention: Treasurer; (c) in the case of the Issuer or the Owner Trustee, to U.S. Bank Trust National Association, 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801, Attention: Corporate Trust Administration; (d) in the case of Moody's, to Moody's Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, 25th Floor, New York, NY 10007; (e) in the case of the Indenture Trustee, at the Corporate Trust Office; and (f) in the case of Standard & Poor's, via electronic delivery to [email protected]om or at the following address: 55 Water Street (40th Floor), New York, New York 10041, Attention: ABS Surveillance Department; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Notices from Indenture

This INDENTURE, dated as of November 17, 2015, is among DIAMOND RESORTS OWNER TRUST 2015-2, a statutory trust organized under the laws of the State of Delaware, as issuer (the "Issuer"), Diamond Resorts Financial Services, Inc. ("DRFS"), a Nevada corporation, as servicer (the "Servicer") and Wells Fargo Bank, National Association, a national banking association, as indenture trustee (in such capacity, the "Indenture Trustee") and as back-up servicer (in such capacity, the "Back-Up Servicer").

Notices. (a) All communications, instructions, directions and notices to the parties thereto shall be (i) in writing (which may be by facsimile transmission (or if permitted hereunder, via electronic mail), followed by delivery of original documentation within one Business Day), (ii) effective when received and (iii) delivered or mailed first class mail, postage prepaid to it at the following address:If to the Issuer:Diamond Resorts Owner Trust 2015-2c/o U.S Bank Trust National Association300 Delaware Avenue, 9th FloorWilmington, Delaware 19801With a copy to: U.S. Bank National Association60 Livingston AvenueEP-MN-WS3DSt. Paul, Minnesota 55107Attn: Andrea Friesen, Diamond Resorts Owner Trust 2015-2and a copy to:Diamond Resorts International, Inc.10600 West Charleston BoulevardLas Vegas, Nevada 89135Attention: Chief Administrative OfficerIf to the Servicer:Diamond Resorts Financial Services, Inc.10600 West Charleston BoulevardLas Vegas, Nevada 89135Attention: David WomerWith a copy to:Diamond Resorts Corporation10600 West Charleston BoulevardLas Vegas, Nevada 89135Attention: TreasurerIf to the Indenture Trustee or the Back-Up Servicer:Wells Fargo Bank, National AssociationMAC N9311-161Sixth Street & Marquette AvenueMinneapolis, Minnesota 55479Attention: Corporate Trust Services/Asset-Backed AdministrationFacsimile Number: (612) 667-3539Telephone Number: (612) 667-8058If to the Administrator:Diamond Resorts Financial Services, Inc.10600 West Charleston BoulevardLas Vegas, Nevada 89135Attention: David WomerIf to the Rating Agencies:Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business55 Water Street, 41st FloorNew York, New York 10041-0003Attention: ABS SurveillanceEmail Address: [email protected] Kroll Bond Rating Agency, Inc.845 Third Avenue, 4th FloorNew York, NY 10022Attention: ABS SurveillanceEmail: [email protected] parties hereto agree that all communications, reports, notices and any other item sent to the Rating Agencies pursuant to this Indenture shall simultaneously be emailed to [email protected] or at such other address as the party may designate by notice to the other parties hereto, which shall be effective when received.(b) All communications and notices pursuant hereto to a Noteholder shall be in writing and delivered or mailed first class mail, postage prepaid or overnight courier at the address shown in the Note Register. The Indenture Trustee agrees to deliver or mail to each Noteholder upon receipt, all notices and reports that the Indenture Trustee may receive hereunder and under any Transaction Documents. Unless otherwise provided herein, the Indenture Trustee may consent to any requests received under such documents or, at its option, follow the directions of Holders representing at least 66-2/3% of the then Outstanding Note Balance of each Class of Notes within 30 days after prior written notice to the Noteholders. All notices to Noteholders (or any Class thereof) shall be sent simultaneously. Expenses for such communications and notices shall be borne by the Servicer.

Notices from Amended and Restated Intercreditor Agreement

This Amended and Restated Intercreditor Agreement (this "Agreement"), dated September 30, 2015, is among Credit Acceptance Corporation ("CAC"), CAC Warehouse Funding Corporation II ("Warehouse Funding II"), CAC Warehouse Funding LLC IV ("Warehouse Funding IV"), CAC Warehouse Funding LLC V ("Warehouse Funding V"), CAC Warehouse Funding LLC VI ("Warehouse Funding VI"), Credit Acceptance Funding LLC 2015-2 ("Funding 2015-2"), Credit Acceptance Funding LLC 2015-1 ("Funding 2015-1"), Credit Acceptance Funding LLC 2014-2 ("Funding 2014-2"), Credit Acceptance Funding LLC 2014-1 ("Funding 2014-1"), Credit Acceptance Funding LLC 2013-2 ("Funding 2013-2"), Credit Acceptance Funding LLC 2013-1 ("Funding 2013-1"), Credit Acceptance Auto Loan Trust 2015-2 (the "2015-2 Trust"), Credit Acceptance Auto Loan Trust 2015-1 (the "2015-1 Trust"), Credit Acceptance Auto Loan Trust 2014-2 (the "2014-2 Trust"), Credit Acceptance Auto Loan Trust 2014-1 (the "2014-1 Trust"), Credit Acceptance Auto Loan Trust 2

Notices. Except as otherwise provided herein, all notices or demand hereunder to the parties hereto shall be sufficient if made in writing, and either: (i) sent via certified or registered mail (or the equivalent thereof), postage prepaid, (ii) delivered by messenger or overnight courier, or (iii) transmitted via facsimile with a confirmation of the receipt thereof. Notice shall be deemed to be given for purposes of this Agreement on the day of receipt. Unless otherwise specified in a notice sent or delivered in accordance with the foregoing provisions of this Section, notices, demands and other communications in writing shall be given to or made upon the respective parties hereto: (a) in the case of any of the CAC Entities, to Silver Triangle Building, 25505 West Twelve Mile Road, Southfield, Michigan 48034-8339, Attention: Douglas W. Busk, telephone: (248) 353-2700 (ext. 4432), facsimile: (866) 743-2704; (b) in the case of the 2015-2 Trust, the 2015-1 Trust, the 2014-2 Trust, the 2014-1 Trust, the 2013-2 Trust and the 2013-1 Trust also to 300 Delaware Avenue, 9th Floor, Wilmington, Delaware 19801 Attention: Annette Morgan, telephone: (302) 576-3706, facsimile: (302) 576-3717; (c) in the case of Fifth Third, to 38 Fountain Square Plaza, MD 109046, Cincinnati, Ohio 45263, Attention: Brian Gardner, telephone: (513) 534-7949, facsimile: (513) 534-0319; (d) in the case of BMO, to Bank of Montreal, 115 South LaSalle Street, 20th Floor West, Chicago, Illinois 60603, Attention: Karen Louie, Facsimile No.: (312) 293-4948, Confirmation No.: (312) 293-4410; (e) in the case of the 2015-2 Trustee, the 2015-1 Trustee, the 2014-2 Trustee, the 2014-1 Trustee, the 2013-2 Trustee and the 2013-1 Trustee to MAC N9311-161, Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479 Attention: Corporate Trust Services - Asset-Backed Administration, telephone: (612) 667-8058, facsimile: (612) 667-3464; (f) in the case of Comerica, to One Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226, Attention: Anthony E. Lemelin, telephone: (313) 222-9224, facsimile: (313) 222-3716; (g) in the case of Flagstar, to 5151 Corporate Drive, Troy, Michigan 48098, Attention: Kelly Hamrick, telephone: (248)-312-2593, facsimile: (248)-250-5845.

Notices from Pass Through Trust Agreement

This PARTICIPATION AGREEMENT (N801DZ), dated as of August 24, 2015, is made by and among DELTA AIR LINES, INC., a Delaware corporation (together with its successors and permitted assigns, Company), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, U.S. Bank), not in its individual capacity except as otherwise expressly provided in any of the Operative Documents or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity, together with any successor trustee in such capacity, Subordination Agent) under the Intercreditor Agreement, and U.S. BANK TRUST NATIONAL ASSOCIATION, as loan trustee (in such capaci

Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices required or permitted under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or facsimile, and any such notice shall be effective when delivered (or, if mailed, three Business Days after deposit, postage prepaid, in the first class United States mail, and if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received) addressed as follows: if to Company, addressed to: Delta Air Lines, Inc. 1030 Delta Boulevard Atlanta, Georgia 30354 Attention: Treasurer, Dept. 856 Telephone: (404) 715-5993 Facsimile: (404) 715-4862 with a copy to the General Counsel at the same address, but Dept. 971 Telephone: (404) 715-7820 Facsimile: (404) 715-2233 if to any Pass Through Trustee, addressed to: U.S. Bank Trust National Association 300 Delaware Avenue, 9th Floor Mail Code EX-DE-WDAW Wilmington, Delaware 19801 Attention: Corporate Trust Services Ref.: Delta 2015-1 EETC

Notices from Intercreditor Agreement

This INTERCREDITOR AGREEMENT, dated as of August 24, 2015, is made by and among U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, together with its successors and permitted assigns, U.S. Bank), not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I); COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH, an Australian corporation, acting through its New York branch, (CBA), as Class AA Liquidity Provider, Class A Liquidity Provider and Class B Liquidity Provider, and U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII, the Subordination Agent).

Notices. Unless otherwise expressly specified or permitted by the terms hereof, all notices required or permitted under the terms and provisions of this Agreement shall be in English and in writing, and any such notice may be given by United States mail, courier service or facsimile or any other customary means of communication, and any such notice shall be effective when delivered (or, if mailed, three Business Days after deposit, postage prepaid, in the first class United States mail and, if delivered by facsimile, upon completion of transmission and confirmation by the sender (by a telephone call to a representative of the recipient or by machine confirmation) that such transmission was received), if to the Subordination Agent, to: U.S. Bank Trust National Association One Federal Street, 3rd Floor Boston, Massachusetts 02110 Attention: Corporate Trust Administration Ref.: Delta 2015-1 EETC Telephone: (617) 603-6553 Telecopy: (617) 603-6683 if to any Trustee, to: U.S. Bank Trust National Association 300 Delaware Avenue, 9th Floor Mail Code EX-DE-WDAW Wilmington, Delaware 19801 Attention: Corporate Trust Services Ref.: Delta 2015-1 EETC Telephone: (302) 576-3703 Telecopy: (302) 576-3717 if to the Liquidity Provider, to: Commonwealth Bank of Australia, New York Branch Attention: Camille Marcigliano 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-9229 Telecopy: (212) 336-7725 and Commonwealth Bank of Australia, New York Branch Attention: Teresa Costa 599 Lexington Avenue New York, NY 10022 Telephone: (212) 848-9301 Telecopy: (212) 336-7725 cc: [email protected]

Notices from Credit Agreement

THIS CREDIT AGREEMENT (the "Agreement") is made as of the 29th day of December, 2014, by and between CHESAPEAKE UTILITIES CORPORATION, a Delaware corporation ("Borrower"), and CITIZENS BANK, NATIONAL ASSOCIATION ("Bank"). Borrower and Bank agree, under seal, as follows:

Notices. Any notice, request, consent or other communication made, given or required hereunder or in connection herewith shall be deemed satisfactorily given if in writing (including facsimile transmissions) and delivered by hand, mail (registered or certified mail) or overnight courier to the parties at their respective addresses or facsimile number set forth below or such other addresses or facsimile numbers as may be given by any party to the others in writing:To Borrower: Chesapeake Utilities Corporation909 Silver Lake BoulevardDover, Delaware 19904Attention: Thomas E. Mahn, TreasurerFacsimile No.: 302-734-6750Telephone No.: 302-736-7656With a copy to:Baker & Hostetler LLPPNC Center1900 E. Ninth Street, Suite 3200Cleveland, Ohio 44114Attention: Phillip M. Callesen and Matthew G. OliverFacsimile No.: 216-696-0740To Bank:Citizens Bank, National Association919 North Market Street, Suite 800Wilmington, DE 19801Attention: Edward WinslowFacsimile No.: 302-425-7336Telephone No.: 302-425-7364With a copy to:Benesch, Friedlander, Coplan & Aronoff LLP222 Delaware Avenue, Suite 801Wilmington, DE 19801Attention: Joy A. Barrist, EsquireTelecopy: 302-442-7012Telephone: 302-442-7005

Notices from Warrant Agreement

THIS WARRANT AGREEMENT (this "Warrant Agreement") is made and entered into as of February 3, 2014 by and among W. R. Grace & Co., a Delaware corporation (together with any successor thereto pursuant to the terms and conditions of Section 5.3, the "Company"), the WRG Asbestos PI Trust (the "Trust"), a Delaware statutory trust established pursuant to SS524(g) the Bankruptcy Code in accordance with the Plan of Reorganization (as hereinafter defined), and Computershare Inc., a Delaware corporation ("Computershare"), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, the "Warrant Agent"). Unless otherwise defined herein or the context otherwise requires, all capitalized terms used herein and defined in the Plan of Reorganization shall be used herein as therein defined.

Notices. All notices required or permitted under this Warrant Agreement must be in writing and will be deemed to be delivered and received (i) if personally delivered or if delivered by the United States Postal Service, facsimile or courier service, when actually received by the party to whom notice is sent or (ii) with respect to parties located other than within the United States, if deposited with the United States Postal Service (whether actually received or not), at the close of business on the seventh Business Day after the day when placed in the mail, postage prepaid, certified or registered with return receipt requested, addressed to the appropriate party or parties, at the address of such party or parties set forth below (or at such other address as such party may designate by written notice to all other parties in accordance with this Section 9.2).if to the Warrant Agent, to: Computershare Inc.480 Washington Boulevard, 29th FloorJersey City, New Jersey 07310Attention: Relationship Managerwith a copy to:Computershare Inc.480 Washington Boulevard, 29th FloorJersey City, New Jersey 07310Facsimile: (201) 680-4610Attention: Legal Departmentif to the Company, to: W. R. Grace & Co. 7500 Grace DriveColumbia, MD 21044 Attn: Corporate Secretary Facsimile: (410) 531-4545with a copy to: Kirkland & Ellis LLP300 North LaSalleChicago, IL 60654Attn: Adam C. PaulFacsimile: (312) 862-2200if to the Trust, to:B. Thomas FlorenceExecutive Director, WRG Asbestos PI TrustC/O ARPC1220 19th Street NW, Suite 700Washington, DC 20036Facsimile: (202) [email protected] a copy to: James C. MelvilleKaplan, Strangis and Kaplan, P.A.5500 Wells Fargo CenterMinneapolis, MN 55402Facsimile: (612) [email protected] E. SteinerKeating Muething & Klekamp PLLOne East Fourth Street, Suite 1400Cincinnati, OH 45202Facsimile: (513) [email protected] Rosoff EskinCampbell & Levine, LLC 222 Delaware Avenue, Suite 1620Wilmington, DE 19801Facsimile: (302) [email protected] E. MilchCampbell & Levine, LLC1700 Grant BuildingPittsburgh, PA 15219Facsimile: (412) [email protected] to Registered Holders, at their addresses as they appear in the Warrant Register.