Esq Uses in Notices Clause

Notices from Consulting Agreement

This Consulting Agreement (this Agreement), dated as of December 30, 2016 (the Effective Date), is made by and between BJ Services, LLC, a Delaware limited liability company (the Company), and Andrew Gould (Consultant).

Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if delivered by hand or sent by overnight courier service or by registered or certified mail, if to Consultant, to Consultants last known address listed in the records of the Company, and if to the Company, to: BJ Services, LLC 17021 Aldine Westfield Road Houston, Texas 77073 Attention: Lee Whitley Facsimile No.: (281) 582-5905 E-mail: [email protected] and c/o CSL Capital Management, LLC 1000 Louisiana, Suite 3850 Houston, Texas 77002 Attention: Kent Jamison Facsimile No.: 281-946-8967 E-mail: [email protected] and WSEP Bromius II, LLC c/o Goldman, Sachs & Co 200 West Street New York, NY 10282-2198 Attention: Scott Lebovitz Charlie Gaillot Facsimile: 212-357-5505 E-mail: [email protected] [email protected] And copies (which copies shall not constitute notice) to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: George R. Bason, Jr. Michael Davis Facsimile: (212) 701-5340 (212) 450-5745 Telephone: (212) 450-4340 (212) 450-4184 E-mail: [email protected] [email protected] and Kirkland& Ellis LLP 600 Travis, Suite 3300 Houston, Texas 77002 Attention: Andrew Calder, P.C. Rhett Van Syoc Facsimile No.: 713-835-3621 E-mail: [email protected] [email protected] and Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Attention: Robert C. Schwenkel, Esq. Mark H. Lucas, Esq. Facsimile: 212-859-4000 E-mail: Robert. S [email protected] [email protected] Notices shall be effective upon receipt.

Notices from Mortgage Loan Purchase Agreement

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of June 27, 2017, between C-III Commercial Mortgage LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (or, in the case of facsimile or electronic notices, when received), if to the Purchaser, addressed to the Purchaser at 375 Park Avenue, 2nd Floor, J0127-023, New York, New York 10152, Attention: A.J. Sfarra (with copies to the attention of Jeff D. Blake, Esq. (location) values">Esq., Senior Counsel, Wells Fargo Law Department, D1053-300, 301 South College St., Charlotte, North Carolina 28288), or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing; or, if to the Mortgage Loan Seller, addressed to C-III Commercial Mortgage LLC, 5221 N. O'Connor Blvd., Suite 600, Irving, Texas 75039, Attention: Jenna Vick Unell, General Counsel, Facsimile No.: (972) 868-5490 (with a copy to: (A) C-III Commercial Mortgage LLC, 717 Fifth Avenue, 18th Floor, New York, New York 10022, Attention: Paul Hughson, Facsimile No.: (212) 705-5001, (B) C-III Capital Partners LLC, 717 Fifth Avenue, 18th Floor, New York, New York 10022, Attention: Jeffrey Cohen, Facsimile No.: (212) 705-5001, and (C) C-III Commercial Mortgage LLC, 717 Fifth Avenue, 15th Floor, New York, New York 10022, Attention: Michael Pierro, Facsimile No.: (212) 705-5001); or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.

Notices from Hazardous Materials Indemnity Agreement

THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (the "Agreement") is made as of June 30, 2017, by THE PARTIES LISTED ON SCHEDULE I attached hereto (collectively, the "Borrowers"), and HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Principal") (together with Borrowers, individually and collectively, the "Indemnitor"), for the benefit of CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders under the hereinafter described Loan Agreement (together with its successors and permitted assigns in such capacity, "Administrative Agent"), for the benefit of the Lenders.

Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be mailed by certified mail, postage prepaid, return receipt requested, or sent by overnight air courier service, or personally delivered to a representative of the receiving party, or sent by telecopy (provided an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this Section 11). All such communications shall be mailed, sent or delivered, addressed to the party for whom it is intended at its address set forth below: If to Indemnitor: c/o Healthcare Trust Operating Partnership, L.P. 405 Park Avenue, 4th Floor New York, New York 10022 Attention: Healthcare General Counsel with a copy to Arnold & Porter Kaye Scholer LLP 250 W 55th Street Attention: John J. Busillo, Esq. (location) values">Esq. Facsimile: (212) 836-6445 To Administrative Agent: Capital One, National Association 77 W. Wacker Drive, 10TH Floor Chicago, Illinois 60601 Attention: Jeffrey Muchmore, Credit Executive Facsimile: (855) 332-1699 Reference: HTI/MOB Portfolio With a copy to: Capital One, National Association 5804 Trailridge Drive Austin, Texas 78731 Attention: Diana Pennington, Senior Director, Associate General Counsel Facsimile: (855) 438-1132 Reference: HTI/MOB Portfolio And a copy to: Capital One, National Association 77 W. Wacker Drive, 10th Floor Chicago, Illinois 60601 Attention: Dan Eppley, Senior Director Facsimile: (855) 544-4044 Reference: HTI/MOB Portfolio ENVIRONMENTAL INDEMNITY AGREEMENT - Page 10HTI MOB Portfolio And a copy to: Capital One, National Association 77 W. Wacker Drive, 10th Floor Chicago, Illinois 60601 Attention: Jason LaGrippe, Vice President Facsimile: (312) 739-3870 Reference: HTI/MOB Portfolio Any communication so addressed and mailed shall be deemed to be given on the earliest of (1) when actually delivered, (2) on the first Business Day after deposit with an overnight air courier service, or (3) on the third Business Day after deposit in the United States mail, postage prepaid, in each case to the address of the intended addressee, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by Lender or Indemnitor, as the case may be, or (4) if given by telecopy, when transmitted to the party's telecopy number specified above and confirmation of complete receipt is received by the transmitting party during normal business hours or on the next Business Day if not confirmed during normal business hours, and an identical notice is also sent simultaneously by mail, overnight courier, or personal delivery as otherwise provided in this Section 10. Any party may designate a change of address by written notice to the other by giving at least ten (10) days prior written notice of such change of address.

Notices from Escrow Agreement

This Escrow Agreement (the "Agreement") is entered into this [*]th day of July, 2017, by and among Function(x) Inc., a Delaware corporation (the "Company"), parties identified on Schedule A hereto who execute this agreement (collectively, the "Subscribers" and each, a "Subscriber"), and Grushko & Mittman, P.C, a professional corporation organized under the laws of the State of New York (the "Agent").

Notices. Agent shall not be charged with knowledge of any fact, including but not limited to performance or non-performance of any condition, unless it has actually received written notice thereof from one of the parties. Any notices or other communications required or permitted hereunder will be in writing and will be sufficiently given if delivered personally, sent by registered mail or certified mail (return receipt requested), reputable express courier or facsimile. Such notice shall be deemed effective (a) on the third (3rd) Business Day following the day on which the notice or other communication is mailed or (b) on the day delivered by other means in accordance with this Section 10 or, if not a Business Day on the next succeeding Business Day, to the address as specified in this Section 10 (provided that if given by facsimile, it shall not be valid unless receipt confirmation is also received). All such notices and communications shall be delivered to the appropriate parties at the following addresses:If to the Company, to:Function(x) Inc.902 Broadway, 11th FloorNew York, New York 10010 Telephone No.: (212) 231-0092 Attention: Robert F. X. Sillerman E-mail: [email protected] If to the Subscribers, to:To the respective address set forth on Schedule A.If to the Agent, to:Grushko & Mittman, P.C.515 Rockaway AvenueValley Stream, New York 11581Attention: Eliezer Drew, Esq. (location) values">Esq.Email: [email protected]

Notices from Guarantee Agreement

THIS GUARANTEE AGREEMENT, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this Guarantee), made by GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation (Guarantor), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (Buyer).

Notices. Unless otherwise provided in this Guarantee, all notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or (d) by telecopier (with answerback acknowledged) or e-mail provided that such telecopied or e-mailed notice must also be delivered by one of the means set forth above, to the address specified below or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 16. A notice shall be deemed to have been given: (w) in the case of hand delivery, at the time of delivery, (x) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (y) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, or (z) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopied notice was also delivered as required in this Section 16. A party receiving a notice that does not comply with the technical requirements for notice under this Section 16 may elect to waive any deficiencies and treat the notice as having been properly given. Buyer: Goldman Sachs Bank USA 200 West Street New York, New York 10282 Attention: Telephone: Facsimile: Email: Email: Email: Mr. Jeffrey Dawkins (212) 902-6852 (212) 977-4870 [email protected] [email protected] [email protected] With copies to: Paul Hastings LLP 200 Park Avenue New York, NY 10166 Attention: Facsimile: Email: Lisa A. Chaney, Esq. (212) 230-7793 [email protected] Guarantor: Granite Point Mortgage Trust Inc. 590 Madison Avenue, 36th Floor New York, NY 10022 Attention: Telephone: Email: General Counsel (212) 364-5500 [email protected] With copies to: Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 Attention: Telephone: Email: Brian Krisberg 212-839-8735 [email protected]

Notices from Stock Purchase Agreement

THIS STOCK PURCHASE AGREEMENT (Agreement), dated as of June 30, 2017 is by and among WALA INC. d/b/a ARCMAIL TECHNOLOGY, a Louisiana corporation (Company), IGAMBIT INC., a Delaware corporation (Seller) and Rory T. Welch (Purchaser).

Notices. All notices and other communications hereunder or in connection herewith shall be in writing and delivered as follows: If to the Purchaser, to: Wala, Inc. Attn: Rory Welch 1324 N. Hearne Ave., Suite 150 Shreveport, Louisiana 71107 with a copy to: Mangan Ginsberg LLP Attn: Michael P. Mangan 80 Maiden Lane, Suite 304 New York, New York 10038 If to Seller, to: Elisa Luqman, Esquire iGambit Inc. 1050 W. Jericho Tpke, Suite A Smithtown, New York 11787 with a copy to: Dickinson Wright PLLC 450 East Las Olas Boulevard Ft. Lauderdale, FL 33301 Attention: Joel D. Mayersohn, Esq. (location) values">Esq. Except as otherwise specifically provided herein, all notices, requests, instructions and demands which may be given by any party hereto to any other party in the course of the transactions herein contemplated shall be in writing and shall be served by express mail through the U.S. Postal Service or similar expedited overnight commercial carrier. Service of such notices, demands and requests shall be presumed to have occurred on the date that is one (1) day after the date upon which the item was delivered to the U.S. Postal Service or similar expedited overnight commercial carrier, provided the item was properly addressed, all postage and shipping charges were prepaid by the sender and the commercial carrier issued a dated receipt to the sender acknowledging the commercial carriers receipt of the item. All such notices, demands and requests shall be addressed as set forth above. Any party may change the address at which it is to receive notice by like written notice to all other parties hereunder.

Notices from Guaranty

THIS GUARANTY, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this Guaranty), made by GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation (Guarantor), in favor of MORGAN STANLEY BANK, N.A., a national banking association, as buyer (Buyer).

Notices. Unless otherwise provided in this Agreement, all notices, consents, approvals and requests required or permitted hereunder shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or (d) by telecopier (with answerback acknowledged) or e-mail provided that such telecopied or e-mailed notice must also be delivered by one of the means set forth above, to the address specified below or at such other address and person as shall be designated from time to time by any party hereto, as the case may be, in a written notice to the other parties hereto in the manner provided for in this Section 16. A notice shall be deemed to have been given: (w) in the case of hand delivery, at the time of delivery, (x) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (y) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, or (z) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopied notice was also delivered as required in this Section 16. A party receiving a notice that does not comply with the technical requirements for notice under this Section 16 may elect to waive any deficiencies and treat the notice as having been properly given. Buyer: Morgan Stanley Bank, N.A. 1585 Broadway, 25th Floor New York, New York 10036 Attention: Mr. Anthony Preisano Telecopy: (718) 233-3307 Email: [email protected] with copies to: Morgan Stanley Bank, N.A. One Utah Center, 201 South Main Street Salt Lake City, Utah 84111 and to: Paul Hastings LLP 75 East 55th Street New York, NY 10022 Attention: Lisa A. Chaney, Esq. Telecopy: (212) 230-7793 Email: [email protected] Guarantor: Granite Point Mortgage Trust Inc. 590 Madison Avenue, 36th Floor New York, NY 10022 Attention: General Counsel Telephone: (612) 629-2500 Facsimile: (612) 629-2501 Email: [email protected]twoharborsinvestment.com with copies to: Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 Attention: Brian Krisberg Telephone: 212-839-8735 Email: [email protected]

Notices from Retention Agreement

THIS RETENTION AGREEMENT (this "Agreement") is entered into as of the 30th day of June, 2017 (the "Effective Date") by and between Jeff McGonegal (the "Employee") and Bioptix, Inc., a Colorado corporation, and subsidiaries (the "Company", and together with the Employee, the "Parties").

Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be delivered (i) personally or (ii) by first class mail, certified, return receipt requested, postage prepaid, (iii) by overnight courier, with acknowledged receipt, in the manner provided for in this Paragraph 15, and properly addressed as follows: If to the Company: Bioptix, Inc. 834-F South Perry Street, Suite 443 Castle Rock, CO 80104 With a copy to: Harvey Kesner, Esq. (location) values">Esq. Sichenzia Ross Ference Kesner LLP 61 Broadway, 32nd Floor New York, NY 10006 If to Employee: Jeff McGonegal 1905 West Valley Vista Drive Castle Rock, CO 80109

Notices from Indemnification Agreement

This Indemnification Agreement (this "Agreement") is dated as of [ , 20 ] (the "Effective Date"), and is between Rimini Street, Inc., a Delaware corporation (the "Company"), and [insert name of indemnitee] ("Indemnitee").

Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:

Notices from Mortgage Loan Purchase Agreement

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of June 16, 2017, between Bank of America, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Morgan Stanley Capital I Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed, by registered mail, postage prepaid, by overnight mail or courier service, or transmitted by facsimile and confirmed by similar mailed writing, if to the Purchaser, addressed to the Purchaser at Morgan Stanley Capital I Inc., 1585 Broadway, New York, New York, 10036, Attention: Jane H. Lam (with a copy to Morgan Stanley Capital I Inc., 1221 Avenue of the Americas, New York, New York 10020, Attention: Legal Compliance Division and a copy by email to [email protected]), or such other address as may be designated by the Purchaser to the Mortgage Loan Seller in writing; or, if to the Mortgage Loan Seller, addressed to Bank of America, National Association, One Bryant Park, New York, New York 10036, Attention: Leland F. Bunch, III, email: [email protected] (with copies to W. Todd Stillerman, Esq. (location) values">Esq., Assistant General Counsel & Director, Bank of America Merrill Lynch Legal Department, 214 North Tryon Street, 18th Floor, NC1-027-20-05, Charlotte, North Carolina 28255, email: [email protected], and Henry A. LaBrun, Esq., Cadwalader, Wickersham & Taft LLP, 227 West Trade Street, 24th Floor, Charlotte, North Carolina 28202, facsimile number: (704) 348-5200), or such other address as may be designated by the Mortgage Loan Seller to the Purchaser in writing.