Lipton Uses in Notices Clause

Notices from Settlement Agreement

This settlement agreement (this Agreement), dated as of May 22, 2017, is entered into by and among Arconic Inc., a Pennsylvania corporation (the Company), Elliott Associates, L.P., a Delaware limited partnership (Elliott Associates), Elliott International, L.P., a Cayman Islands limited partnership (Elliott International), and Elliott International Capital Advisors Inc., a Delaware corporation (EICA and collectively with Elliott Associates and Elliott International, Elliott; each of Elliott Associates, Elliott International and EICA is an Elliott Party). Each of the Company and the Elliott Parties is referred to herein as a Party and, collectively, as the Parties. Certain capitalized terms used herein are defined in paragraph 17 below.

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally, (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party), or (c) one Business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be: If to the Company: Arconic Inc. 390 Park Avenue New York, New York 10022 Facsimile No: (212) 437-9876 Attention: Chief Legal Officer With a copy (which shall not constitute notice) to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Facsimile No: (212) 403-2000 Attention: Karessa L. Cain If to the Elliott Parties: Elliott Associates, L.P. Elliott International, L.P. 40 West 57th Street New York, New York 10019 Facsimile No: (212) 478-2401 Attention: Dave Miller Austin Camporin With copies (which shall not constitute notice) to: Elliott Associates, L.P. Elliott International, L.P. 40 West 57th Street New York, New York 10019 Facsimile No: (212) 478-1851 Attention: General Counsel Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019-6099 Facsimile No: (212) 728-8111 Attention: Maurice M. Lefkort Martin L. Seidel Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Facsimile No: (212) 451-2222 Attention: Steve Wolosky

Notices from General Release of Claims

This Separation Agreement and General Release of Claims (Agreement) is made by and between DAVID L. RICHTER (Executive) and HILL INTERNATIONAL, INC., a Delaware corporation with a principal place of business in Philadelphia, Pennsylvania (Hill) (collectively, the Parties).

Notices. Unless otherwise provided herein, all notices required or permitted by this Agreement shall be in writing and delivered personally or sent by United States registered or certified mail, postage prepaid and return receipt requested: If to the Company: Attn: Chairman of the Board Hill International, Inc. One Commerce Square 2005 Market Street, 17th Floor Philadelphia, PA 19103 And Attn: General Counsel Hill International, Inc. One Commerce Square 2005 Market Street, 17th Floor Philadelphia, PA 19103 With a copy to: David A. Katz, Esquire Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 Denise M. Keyser, Esquire Ballard Spahr LLP 210 Lake Drive East, Suite 200 Cherry Hill, NJ 08002 If to Executive: David L. Richter 274 Carter Road Princeton, NJ 08540 With a copy to: David Braverman, Esquire Braverman Kaskey, P.C. One Liberty Place 1650 Market Street 56th Floor Philadelphia, PA 19103

Notices from Agreement

This Agreement (this "Agreement") is made and entered into as of February 6, 2017 by and among Perrigo Company plc (the "Company") and the entities and natural persons set forth in the signature pages hereto (collectively, "Starboard") (each of the Company and Starboard, a "Party" to this Agreement, and collectively, the "Parties").

Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); (c) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (d) two (2) business days after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be: Perrigo Company plc Treasury Building, Lower Grand Canal St., Dublin 2, Ireland Attention: Todd W. Kingma Telephone: +353 1 709 4000 Facsimile: (269) 673-9128 with a copy (which shall not constitute notice) to: Wachtell, Lipton, Rosen & Katz 51 W. 52nd Street New York, New York 10019 Attention: Igor Kirman, Esq. Sabastian V. Niles, Esq. Victor Goldfeld, Esq. Telephone: (212) 403-1000 Facsimile: (212) 403-2000 If to Starboard or any member thereof: Starboard Value LP 777 Third Avenue, 18th Floor New York, NY 10017 Attention: Jeffrey C. Smith Facsimile: (212) 845-7989 Email: jsmith@starboardvalue.com with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, New York 10019 Attention: Steve Wolosky, Esq. Andrew Freedman, Esq. Facsimile: (212) 451-2222 Email: swolosky@olshanlaw.com afreedman@olshanlaw.com

Notices from Amended and Restated Securityholders Agreement

This AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT (this Agreement), dated as of [], 2017, by and among Presidio, Inc. (f/k/a Aegis Holdings, Inc.), a Delaware corporation (the Company), and each holder of Securities of the Company that is a party hereto or who may become party to this Agreement from time to time in accordance with the provisions herein (collectively, the Holders), amends and restates in its entirety the Securityholders Agreement, dated as of February 2, 2015 (the Original Agreement), by and among the Company and the Holders.

Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted via telecopy (or other facsimile device) to the number set out below if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service, (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid or (e) the day on which the same is sent via e-mail and has been confirmed via telephone. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing: If to the Company: Aegis Holdings, Inc. c/o Apollo Management VIII, L.P. 9 West 57th St. New York, New York 10019 Attention: Matthew H. Nord Email: nord@apollolp.com Attention: Laurie Medley Email: lmedley@apollolp.com Telephone: 212-515-3484 Facsimile: 646-607-0528 with a copy (which shall not constitute notice) to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Andrew J. Nussbaum Gordon S. Moodie Email: AJNussbaum@wlrk.com GSMoodie@wlrk.com Telephone: (212) 403-1000 Facsimile: (212) 403-2000 If to the Apollo Group: AP VIII Aegis Holdings LP c/o Apollo Management VIII, L.P. 9 West 57th St. New York, New York 10019 Attention: Matthew H. Nord Email: nord@apollolp.com Attention: Laurie Medley Email: lmedley@apollolp.com Telephone: 212-515-3484 Facsimile: 646-607-0528 with a copy (which shall not constitute notice) to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Andrew J. Nussbaum Gordon S. Moodie Email: AJNussbaum@wlrk.com GSMoodie@wlrk.com Telephone: (212) 403-1000 Facsimile: (212) 403-2000 If to any Management Holder: to the address set forth with respect to such Management Holder in the Companys records. The Company, any Holder or any spouse or legal representative of a Holder may effect a change of address for purposes of this Agreement by giving notice of such change to the Company, and the Company shall, upon the request of any party hereto, notify such party of such change in the manner provided herein. Until such notice of change of address is properly given, the addresses set forth in this Section 9 shall be effective for all purposes.

Notices

THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY OTHER FOREIGN, FEDERAL, STATE, LOCAL OR OTHER JURISDICTION (A FOREIGN OR STATE ACT). THE SECURITIES EVIDENCED BY THIS CERTIFICATE CANNOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS SUCH SALE, ASSIGNMENT OR OTHER TRANSFER IS (I) MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH EACH APPLICABLE FOREIGN OR STATE ACT OR (II) EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT (INCLUDING PURSUANT TO REGULATION S THEREUNDER) AND EACH APPLICABLE FOREIGN OR STATE ACT. IF THE PROPOSED SALE, ASSIGNMENT OR OTHER TRANSFER WILL BE MADE PURSUANT TO CLAUSE (II) ABOVE, THE HOLDER MUST, PRIOR TO SUCH SALE, ASSIGNMENT OR OTHER TRANSFER, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIR

Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second Business Day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice. If to the Corporation, to: Yum China Holdings, Inc. 16/F Two Grand Gateway 3 Hongqiao Road Shanghai 200030 The Peoples Republic of China Attention: Chief Legal Officer Fax: +86-21-2407-7898 with a copy to (which copy alone shall not constitute notice): Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Attention: Paul L. Choi Beth E. Peev Fax: (312) 853-7036 and Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Benjamin Roth Fax: (212) 403-2000 If to a Warrantholder, to the address appearing in the Corporations records; provided that if the applicable Warrantholder is Pollos Investment L.P. or its Affiliates, then Pollos Investment L.P. 28th Floor, 28 Hennessy Road Hong Kong Attention: Ena Leung Fax: +852-3767-5001 with a copy to (which copy alone shall not constitute notice): Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Patrick J. Naughton Facsimile: +1-212-455-2502

Notices

THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY OTHER FOREIGN, FEDERAL, STATE, LOCAL OR OTHER JURISDICTION (A FOREIGN OR STATE ACT). THE SECURITIES EVIDENCED BY THIS CERTIFICATE CANNOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS SUCH SALE, ASSIGNMENT OR OTHER TRANSFER IS (I) MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH EACH APPLICABLE FOREIGN OR STATE ACT OR (II) EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT (INCLUDING PURSUANT TO REGULATION S THEREUNDER) AND EACH APPLICABLE FOREIGN OR STATE ACT. IF THE PROPOSED SALE, ASSIGNMENT OR OTHER TRANSFER WILL BE MADE PURSUANT TO CLAUSE (II) ABOVE, THE HOLDER MUST, PRIOR TO SUCH SALE, ASSIGNMENT OR OTHER TRANSFER, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIR

Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second Business Day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice. If to the Corporation, to: Yum China Holdings, Inc. 16/F Two Grand Gateway 3 Hongqiao Road Shanghai 200030 The Peoples Republic of China Attention: Chief Legal Officer Fax: +86-21-2407-7898 with a copy to (which copy alone shall not constitute notice): Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Attention: Paul L. Choi Beth E. Peev Fax: (312) 853-7036 and Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Benjamin Roth Fax: (212) 403-2000 If to a Warrantholder, to the address appearing in the Corporations records; provided that if the applicable Warrantholder is Pollos Investment L.P. or its Affiliates, then Pollos Investment L.P. 28th Floor, 28 Hennessy Road Hong Kong Attention: Ena Leung Fax: +852-3767-5001 with a copy to (which copy alone shall not constitute notice): Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Patrick J. Naughton Facsimile: +1-212-455-2502

Notices

THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY OTHER FOREIGN, FEDERAL, STATE, LOCAL OR OTHER JURISDICTION (A FOREIGN OR STATE ACT). THE SECURITIES EVIDENCED BY THIS CERTIFICATE CANNOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS SUCH SALE, ASSIGNMENT OR OTHER TRANSFER IS (I) MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH EACH APPLICABLE FOREIGN OR STATE ACT OR (II) EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT (INCLUDING PURSUANT TO REGULATION S THEREUNDER) AND EACH APPLICABLE FOREIGN OR STATE ACT. IF THE PROPOSED SALE, ASSIGNMENT OR OTHER TRANSFER WILL BE MADE PURSUANT TO CLAUSE (II) ABOVE, THE HOLDER MUST, PRIOR TO SUCH SALE, ASSIGNMENT OR OTHER TRANSFER, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIR

Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second Business Day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice. If to the Corporation, to: Yum China Holdings, Inc. 16/F Two Grand Gateway 3 Hongqiao Road Shanghai 200030 The Peoples Republic of China Attention: Chief Legal Officer Fax: +86-21-2407-7898 with a copy to (which copy alone shall not constitute notice): Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Attention: Paul L. Choi Beth E. Peev Fax: (312) 853-7036 and Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Benjamin Roth Fax: (212) 403-2000 If to a Warrantholder, to the address appearing in the Corporations records; provided that if the applicable Warrantholder is API (Hong Kong) Investment Limited or its Affiliates, then API (Hong Kong) Investment Limited c/o Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. Block B, Dragon Times Plaza, 18 Wantang Road, Xihu District Hangzhou, China 310099 Attention: Jason Zhu Facsimile: +86-571-8163-5410 with a copy (which shall not constitute notice) to: Legal Department c/o Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. Block B, Dragon Times Plaza, 18 Wantang Road, Xihu District Hangzhou, China 310099 Facsimile: +86-571-8163-5410 and Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Patrick J. Naughton Facsimile: +1-212-455-2502

Notices

THE SECURITIES EVIDENCED BY THIS INSTRUMENT HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY OTHER FOREIGN, FEDERAL, STATE, LOCAL OR OTHER JURISDICTION (A FOREIGN OR STATE ACT). THE SECURITIES EVIDENCED BY THIS CERTIFICATE CANNOT BE SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS SUCH SALE, ASSIGNMENT OR OTHER TRANSFER IS (I) MADE PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH EACH APPLICABLE FOREIGN OR STATE ACT OR (II) EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT (INCLUDING PURSUANT TO REGULATION S THEREUNDER) AND EACH APPLICABLE FOREIGN OR STATE ACT. IF THE PROPOSED SALE, ASSIGNMENT OR OTHER TRANSFER WILL BE MADE PURSUANT TO CLAUSE (II) ABOVE, THE HOLDER MUST, PRIOR TO SUCH SALE, ASSIGNMENT OR OTHER TRANSFER, FURNISH TO THE ISSUER SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE ISSUER MAY REASONABLY REQUIR

Notices. Any notice, request, instruction or other document to be given hereunder by any party to the other will be in writing and will be deemed to have been duly given (a) on the date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on the second Business Day following the date of dispatch if delivered by a recognized next day courier service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice. If to the Corporation, to: Yum China Holdings, Inc. 16/F Two Grand Gateway 3 Hongqiao Road Shanghai 200030 The Peoples Republic of China Attention: Chief Legal Officer Fax: +86-21-2407-7898 with a copy to (which copy alone shall not constitute notice): Sidley Austin LLP One South Dearborn Street Chicago, Illinois 60603 Attention: Paul L. Choi Beth E. Peev Fax: (312) 853-7036 and Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Benjamin Roth Fax: (212) 403-2000 If to a Warrantholder, to the address appearing in the Corporations records; provided that if the applicable Warrantholder is API (Hong Kong) Investment Limited or its Affiliates, then API (Hong Kong) Investment Limited c/o Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. Block B, Dragon Times Plaza, 18 Wantang Road, Xihu District Hangzhou, China 310099 Attention: Jason Zhu Facsimile: +86-571-8163-5410 with a copy (which shall not constitute notice) to: Legal Department c/o Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. Block B, Dragon Times Plaza, 18 Wantang Road, Xihu District Hangzhou, China 310099 Facsimile: +86-571-8163-5410 and Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Patrick J. Naughton Facsimile: +1-212-455-2502

Notices from Subscription Agreement

This Subscription Agreement (this Agreement), is made as of October 24, 2016 by and among TD Ameritrade Holding Corporation, a Delaware corporation (the Company), The Toronto-Dominion Bank, a Canadian chartered bank (TD Bank) and TD Luxembourg International Holdings S.a r.l., a Luxembourg company and wholly owned subsidiary of TD Bank (TD Lux and, together with TD Bank, the TD Entities). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (defined below).

Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile, upon confirmation of receipt, or if by e-mail so long as such e-mail states it is a notice delivered pursuant to this Section 11 and a duplicate copy of such e-mail is promptly given by one of the other methods described in this Section 11, (b) on the first (1st) business day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth (5th) business day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice: if to the Company, to: TD Ameritrade Holding Corporation 6940 Columbia Gateway Dr., Suite 200 Columbia, MD 21046 Attention: General Counsel Facsimile: (443) 539-2154 With a copy (which shall not constitute notice) to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Edward D. Herlihy Matthew M. Guest Facsimile: (212) 403-2000 E-mail: EDHerlihy@wlrk.com MGuest@wlrk.com if to TD Bank, to: The Toronto-Dominion Bank 66 Wellington Street West, 4th Floor Toronto, ON M5K 1A2, Canada Attention: General Counsel Facsimile: (416) 308-1943 E-mail: Norie.Campbell@td.com With a copy (which shall not constitute notice) to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Lee Meyerson Facsimile: (212) 455-2502 E-Mail: lmeyerson@stblaw.com if to TD Lux, to: TD Luxembourg International Holdings S.a r.l. 46A Avenue J. F. Kennedy, First Floor L-2958 Luxembourg, Grand-Duchy of Luxembourg Attention: Eileen Pierre E-mail: Eileen.Pierre@tdlih.lu With copies (which shall not constitute notice) to: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Lee Meyerson Facsimile: (212) 455-2502 E-Mail: lmeyerson@stblaw.com and: AMMC Law 2-4 rue Eugene Ruppert L-2453 Luxembourg Grand Duchy of Luxembourg Attention: Marjorie Allo Facsimile: +352 26.27.22.33 E-Mail: mallo@ammclaw.com

Notices from Escrow Agreement

THIS DEPOSIT ESCROW AGREEMENT (the "Agreement"), is entered into as of October 6, 2016, by and between Park Aerospace Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its principal place of business in Ireland ("Purchaser"), C.I.T. Leasing Corporation, a Delaware corporation ("Seller" and along with Purchaser, each a "Party" and collectively the "Parties") and JPMorgan Chase Bank, NA, as escrow agent (the "Escrow Agent").

Notices. Except as otherwise set forth in Section 3 above, all communications hereunder shall be in writing or set forth in a PDF attached to an email, and all instructions to the Escrow Agent shall be executed by an Authorized Representative, and shall be delivered in accordance with the terms of this Agreement by facsimile, email or overnight courier only to the appropriate fax number, email address, or notice address set forth for each party as follows: If to Purchaser: Avolon Holdings Limited The Oval, Building 1 Shelbourne Road Ballsbridge, Dublin 4 Ireland Attention: Ed Riley Fax No.: +353 (1) 231 5889 Email: eriley@avolon.aero with a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attention: Douglas P. Warner, Esq. Fax No.: (212) 310-8007 Email: douglas.warner@weil.com If to Seller: CIT Leasing Corporation 11 W. 42nd Street New York, New York 10036 Attention: Eric Mandelbaum, Deputy General Counsel Fax No.: 212-461-5402 Email: eric.mandelbaum@cit.com With copies to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: David C. Karp Brandon C. Price Fax No.: (212) 403-2000 Email: dckarp@wlrk.com; bcprice@wlrk.com If to Escrow Agent: JPMorgan Chase Bank, N.A. Escrow Services 4 NY Plaza, Floor 11 New York, NY 10004 Attention: Rola Tseng / Joan King-Francois Fax No.: 877-277-1939 Email Address: ec.escrow@jpmorgan.com