Missouri Uses in Notices Clause

Notices from Senior Subordinated Note

INDENTURE dated as of March 17, 2017, among AMC ENTERTAINMENT HOLDINGS, INC., a Delaware corporation (the Company), the Guarantors party hereto from time to time and U.S. Bank National Association, a national banking association, as Trustee (the Trustee).

Notices. Any notice or communication shall be in writing and delivered in person or mailed by first-class mail or sent by facsimile (with a hard copy delivered in person or by mail promptly thereafter) and addressed as follows: if to the Company: AMC Entertainment Holdings, Inc. One AMC Way 11500 Ash Street Leawood, KS 66211 Attention: General Counsel if to the Trustee: U.S. Bank Corporate Trust Services 60 Livingston Avenue EP-MN-WS3C St. Paul, MN 55107 Attention of: Donald T. Hurrelbrink provided, however, that any reports provided pursuant to Section 4.12 may be communicated via email to the following address: donald.hurrelbrink@usbank.com (or to the email address of the then current representative of the Trustee). The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Any notice or communication mailed to a Holder shall be mailed to the Holder at the Holders address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

Notices

WHEREAS, on August 5, 2015, SunEdison Inc and certain of its direct and indirect subsidiaries (other than GLBL and TERP (each defined below)) consummated the initial public offering of Class A common stock of GLBL Inc (the Class A Common Stock), after giving effect to which SunEdison (defined below) (i) retained Class B common stock of GLBL Inc (the Class B Common Stock), and (ii) entered into a limited liability company agreement with GLBL LLC and other related agreements with GLBL (the IPO Arrangements) setting forth various rights of GLBL and SunEdison Inc and certain of its direct and indirect subsidiaries;

Notices. All notices hereunder shall be deemed given if in writing and delivered, if sent by electronic mail, courier, or registered or certified mail (return receipt requested) to the following addresses (or at such other addresses as shall be specified by like notice): if to SunEdison Inc or the SunEdison Parties, to: SunEdison, Inc. 13736 Riverport Dr. Maryland Heights, Missouri 63043 Attn: General Counsel with copies (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Attn: Jay M. Goffman and J. Eric Ivester Email: jay.goffman@skadden.com eric.ivester@skadden.com if to GLBL Inc, to: TerraForm Global, Inc. 7550 Wisconsin Ave., 9th Floor Bethesda, Maryland 20814 Attn: General Counsel with copies (which shall not constitute notice) to: Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attn: Andrew G. Dietderich Email: dietdericha@sullcrom.com and Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP 1801 K Street, N.W., Suite 411L Washington, D.C. 20006 Attn: Ariel N. Lavinbuk Email: alavinbuk@robbinsrussell.com if to GLBL LLC or the GLBL Parties, to: TerraForm Global, LLC 7550 Wisconsin Ave., 9th Floor Bethesda, Maryland 20814 Attn: General Counsel with copies (which shall not constitute notice) to: Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attn: Andrew G. Dietderich Email: dietdericha@sullcrom.com and Robbins, Russell, Englert, Orseck, Untereiner & Sauber LLP 1801 K Street, N.W., Suite 411L Washington, D.C. 20006 Attn: Ariel N. Lavinbuk Email: alavinbuk@robbinsrussell.com or such other address as may have been furnished by a Party to each of the other Parties by notice given in accordance with the requirements set forth above. Any notice given by delivery, mail, or courier shall be effective when received. Notwithstanding the potential applicability of the automatic stay of section 362 of the Bankruptcy Code, the Debtors consent to the GLBL Parties delivery of notices to the Debtors pursuant to this Agreement.

Notices

WHEREAS, on July 23, 2014, SunEdison Inc and certain of its direct and indirect subsidiaries (other than TERP and GLBL (each defined below)) consummated the initial public offering of Class A common stock of TERP Inc (the Class A Common Stock), after giving effect to which SunEdison (defined below) (i) retained Class B common stock of TERP Inc (the Class B Common Stock), and (ii) entered into a limited liability company agreement with TERP LLC and other related agreements with TERP (the IPO Arrangements) setting forth various rights of TERP and SunEdison Inc and certain of its direct and indirect subsidiaries;

Notices. All notices hereunder shall be deemed given if in writing and delivered, if sent by electronic mail, courier, or registered or certified mail (return receipt requested) to the following addresses (or at such other addresses as shall be specified by like notice): if to SunEdison Inc or the SunEdison Parties, to: SunEdison, Inc. 13736 Riverport Dr. Maryland Heights, Missouri 63043 Attn: General Counsel with copies (which shall not constitute notice) to: Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 Attn: Jay M. Goffman and J. Eric Ivester Email: jay.goffman@skadden.com eric.ivester@skadden.com if to TERP Inc, to: TerraForm Power, Inc. 7550 Wisconsin Ave., 9th Floor Bethesda, Maryland 20814 Attn: General Counsel with copies (which shall not constitute notice) to: Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attn: Andrew G. Dietderich Email: dietdericha@sullcrom.com and Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004 Attn: Avner Bengera Email: avner.bengera@hugheshubbard.com if to TERP LLC or the TERP Parties, to: TerraForm Power, LLC 7550 Wisconsin Ave., 9th Floor Bethesda, Maryland 20814 Attn: General Counsel with copies (which shall not constitute notice) to: Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attn: Andrew G. Dietderich Email: dietdericha@sullcrom.com and Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004 Attn: Avner Bengera Email: avner.bengera@hugheshubbard.com or such other address as may have been furnished by a Party to each of the other Parties by notice given in accordance with the requirements set forth above. Any notice given by delivery, mail, or courier shall be effective when received. Notwithstanding the potential applicability of the automatic stay of section 362 of the Bankruptcy Code, the Debtors consent to the TERP Parties delivery of notices to the Debtors pursuant to this Agreement.

Notices from Agreement and Plan of Reorganization

This AGREEMENT AND PLAN OF REORGANIZATION (this Agreement) is made and entered into as of the 8th day of March, 2017, by and among Investar Holding Corporation, a Louisiana corporation (Investar), Citizens Bancshares, Inc., a Louisiana corporation (Citizens), and Investar Acquisition Company, a Louisiana corporation and wholly owned subsidiary of Investar (Newco).

Notices. All notices, requests, demands, and other communications required or permitted to be given under this Agreement will be in writing and delivered by hand, electronic mail, facsimile transmission, a nationally recognized overnight courier service, or prepaid certified mail (return receipt requested) as follows: If to Investar or Newco: Investar Holding Corporation 10500 Coursey Blvd. 3rd Floor Baton Rouge, Louisiana 70816 Attn: Mr. John DAngelo Fax: (225) 300-8617 Electronic mail: john.dangelo@investarbank.com With a copy to: Fenimore, Kay, Harrison & Ford, LLP 1000 Walnut Street, Suite 1400 Kansas City, Missouri 64106 Attention: Stephanie E. Kalahurka Fax: (816) 474-3216 Electronic mail: skalahurka@fkhpartners.com If to Citizens: Citizens Bancshares, Inc. 841 West Main Street Ville Platte, Louisiana 70586 Attention: Mr. Carl W. Fontenot With a copy to: McGlinchey Stafford PLLC 601 Poydras Street, Suite 1200 New Orleans, Louisiana 70130 Attention: Brad J. Axelrod Fax: (225) 612-6732 Electronic mail: baxelrod@mcglinchey.com or to such other address or fax number as a party may specify by notice given in accordance with this Section. Any notice given in accordance with this Agreement will be effective in the case of personal delivery, electronic mail or facsimile transmission, when delivered or received if received before 5:00 p.m. local time on a Business Day, or on the next Business Day if delivered or received on a day that is not a Business Day or after 5:00 p.m. local time on a Business Day; in the case of mail, upon the earlier of actual receipt or three Business Days after deposit with the United States Postal Service, first class certified mail, postage prepaid, return receipt requested; and in the case of nationally recognized overnight courier service, one Business Day after delivery to the courier service together with all appropriate fees or charges and instructions for overnight delivery.

Notices from Registration Rights Agreement

AGREEMENT dated as of November 17, 2016 among Arch Coal, Inc., a Delaware corporation (the Company), and the Shareholders party hereto as listed on the signature pages, including any Permitted Transferees (collectively, the Shareholders).

Notices. All notices, requests and other communications to any party shall be in writing and shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by facsimile transmission, if to the Company to: Arch Coal, Inc. One CityPlace Drive Suite 300, St. Louis, Missouri 63141 Attention: Robert Jones Fax: 314 994 2736 with a copy to: Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: Michael P. Kaplan Fax: (212) 701-5111 if to any Shareholder, at the address for such Shareholder listed on the signature pages below or otherwise provided to the Company as set forth below. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any notice, request or other written communication sent by facsimile transmission shall be confirmed by certified or registered mail, return receipt requested, posted within one Business Day, or by personal delivery, whether courier or otherwise, made within two Business Days after the date of such facsimile transmissions. Any Person that becomes a Shareholder after the date hereof shall provide its address and fax number to the Company.

Notices from Agreement

WHEREAS, the Attractions Purchaser and the Ski Purchaser have entered into that certain Purchase and Sale Agreement, dated as of even date herewith (the Purchase Agreement), with CNL Lifestyle Properties, Inc., a Maryland corporation (CNL), CLP Partners, LP, a Delaware limited partnership (the CNL Operating Partnership), and the other sellers named therein (each, a Seller, and collectively, the Sellers and, together with CNL and CNL Operating Partnership, the Seller Parties), pursuant to which the Attractions Purchaser and the Ski Purchaser have agreed to acquire, or to cause one or more of its Affiliates or permitted assigns to acquire, the Equity Interests and the Purchased Assets from the Seller Parties, on the terms and subject to the conditions set forth in the Purchase Agreement;

Notices. Any notice, request, claim, demand and other communications hereunder shall be sufficient if in writing and sent (i) by facsimile transmission (providing confirmation of transmission) or e-mail of a pdf attachment (provided that any notice sent by facsimile or e-mail transmission on any Business Day after 5:00 p.m. (New York City time) or on any day that is not a Business Day shall be deemed to have been received at 9:00 a.m. (New York City time) on the next Business Day), or (ii) by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.3): if to the Attractions Purchaser: EPR Properties 909 Walnut Street Kansas City, Missouri 64106 Attention: General Counsel Telephone No.: (816) 472-1700 E-Mail: craige@eprkc.com with a copy (which shall not constitute notice) to: Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Attention: John Haggerty, Esq. Telephone No.: (617) 570-1000 E-Mail: jhaggerty@goodwinprocter.com if to the Ski Purchaser: Och-Ziff Real Estate 9 West 57th Street, 40th Floor New York, NY 10019 Attention: Steven E. Orbuch Facsimile No.: (212) 790-0005 E-Mail: sorbuch@ozcap.com with a copy (which shall not constitute notice) to: Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104 Attention: Ronald B. Emanuel, Esq. Telephone No.: 212-541-2334 Facsimile No.: 212-541-1434 E-Mail: rbemanuel@bryancave.com

Notices from Agreement

WHEREAS, the Attractions Purchaser and the Ski Purchaser have entered into that certain Purchase and Sale Agreement, dated as of even date herewith (the Purchase Agreement), with CNL Lifestyle Properties, Inc., a Maryland corporation (CNL), CLP Partners, LP, a Delaware limited partnership (the CNL Operating Partnership), and the other sellers named therein (each, a Seller, and collectively, the Sellers and, together with CNL and CNL Operating Partnership, the Seller Parties), pursuant to which the Attractions Purchaser and the Ski Purchaser have agreed to acquire, or to cause one or more of its Affiliates or permitted assigns to acquire, the Equity Interests and the Purchased Assets from the Seller Parties, on the terms and subject to the conditions set forth in the Purchase Agreement;

Notices. Any notice, request, claim, demand and other communications hereunder shall be sufficient if in writing and sent (i) by facsimile transmission (providing confirmation of transmission) or e-mail of a pdf attachment (provided that any notice sent by facsimile or e-mail transmission on any Business Day after 5:00 p.m. (New York City time) or on any day that is not a Business Day shall be deemed to have been received at 9:00 a.m. (New York City time) on the next Business Day), or (ii) by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.3): if to the Attractions Purchaser: EPR Properties 909 Walnut Street Kansas City, Missouri 64106 Attention: General Counsel Telephone No.: (816) 472-1700 E-Mail: craige@eprkc.com with a copy (which shall not constitute notice) to: Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Attention: John Haggerty, Esq. Telephone No.: (617) 570-1000 E-Mail: jhaggerty@goodwinprocter.com if to the Ski Purchaser: Och-Ziff Real Estate 9 West 57th Street, 40th Floor New York, NY 10019 Attention: Steven E. Orbuch Facsimile No.: (212) 790-0005 E-Mail: sorbuch@ozcap.com with a copy (which shall not constitute notice) to: Bryan Cave LLP 1290 Avenue of the Americas New York, NY 10104 Attention: Ronald B. Emanuel, Esq. Telephone No.: 212-541-2334 Facsimile No.: 212-541-1434 E-Mail: rbemanuel@bryancave.com

Notices from Deposit Agreement

THIS DEPOSIT AGREEMENT dated as of October 3, 2016 among (i) GREAT PLAINS ENERGY INCORPORATED, a Missouri corporation (the Corporation), (ii) COMPUTERSHARE INC., a Delaware corporation (Computershare), and its wholly-owned subsidiary, COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company (the Trust Company and, collectively with Computershare, the Depositary) and (iii) the Record Holders from time to time of the Receipts described in this Agreement.

Notices. Any and all notices to be given to the Corporation hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission or electronic mail, confirmed by letter, addressed to the Corporation at: Great Plains Energy Incorporated1200 Main Street Kansas City, Missouri 64105 Phone: 816-556-2200 Attention: General Counsel With a copy to (which alone shall not constitute notice): Peter K. OBrien Hunton & Williams LLP 200 Park Avenue New York, NY 10166 Phone: 212-309-1024 Email: POBrien@hunton.com or at any other addresses of which the Corporation shall have notified the Depositary in writing. Any and all notices to be given to the Depositary hereunder or under the Receipts shall be in writing and shall be deemed to have been duly given if personally delivered or sent by mail, or by facsimile transmission confirmed by letter, addressed to the Depositary at the Depositarys Office at: Computershare Trust Company, N.A. 250 Royall Street Canton, Massachusetts 02021 Attention: Client Services or at any other address of which the Depositary shall have notified the Corporation in writing. Subject to the immediately succeeding sentence, the Depositary shall give any and all notices directed to be given by the Corporation to any Record Holder of a Receipt in writing, and such notices shall be deemed to have been duly given if personally delivered or sent by mail or facsimile transmission or confirmed by letter, addressed to such Record Holder at the address of such Record Holder as it appears on the books of the Depositary. Notwithstanding the foregoing, if Depositary Shares are issued in book-entry form through DTC or any similar facility, such notices may be given to Record Holders in any manner permitted by DTC or such facility, as the case may be. Delivery of a notice sent by mail or by facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing the same (or a confirmation thereof in the case of a facsimile transmission) is deposited, postage prepaid, in a post office letter box. However, the Depositary or the Corporation may act upon any facsimile transmission received by it from the other, notwithstanding that such facsimile transmission shall not subsequently be confirmed by letter or as aforesaid.

Notices from Amended and Restated Asset Purchase Agreement

This Amended and Restated Asset Purchase Agreement (this Agreement), dated as of August 25, 2016 (the Agreement Date), by and among Green Plains Inc., an Iowa corporation, or its assignee pursuant to Section 12.4 (Purchaser) and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and by and among Abengoa Bioenergy of Illinois, an Illinois LLC (AB Illinois), Abengoa Bioenergy of Indiana LLC, an Indiana LLC (AB Indiana, and, together with AB Illinois, the Sellers). Purchaser and the Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

Notices. Unless otherwise set forth herein, any notices, consents, waivers and other communications required or permitted by this Agreement shall be in writing and shall be deemed given to a Party when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid), or (b) sent by facsimile or e-mail, in each case, if sent during the normal business hours of the recipient, with confirmation of transmission by the transmitting equipment confirmed with a copy delivered as provided in clause (a), in the case of each of clauses (a) and (b), to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as a Party may designate by notice to the other Parties): If to Sellers, to: Abengoa Bioenergy of Illinois, LLC 16150 Main Circle Drive Suite 300 Chesterfield, Missouri 63017 Attention: General Counsel E-mail address: Jeffrey.Bland@abengoa.com Abengoa Bioenergy of Indiana, LLC 16150 Main Circle Drive Suite 300 Chesterfield, Missouri 63017 Attention: General Counsel E-mail address: Jeffrey.Bland@abengoa.com With a copy (which shall not constitute effective notice) to: DLA Piper LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Fax no.: (312) 236-7516 Attention: Richard Chesley E-mail address: Richard.Chesley@dlapiper.com If to Purchaser, to: Green Plains Inc. 450 Regency Parkway, Suite 400 Omaha, Nebraska 68114 Fax no.: (402) 952-4916 Attention: Michelle Mapes, EVP-General Counsel E-mail address: Michelle.Mapes@gpreinc.com With a copy (which shall not constitute effective notice) to: Husch Blackwell LLP 1700 Lincoln Street Suite 4700 Denver, Colorado 80203 Fax no.: (303) 749-7272 Attention: Jeffrey T. Haughey E-mail address: Jeff.Haughey@huschblackwell.com

Notices from Agreement of Merger and Plan of Reorganization

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this "Agreement") is made and entered into on July 22, 2016 (the "Acceptance Time"), by and among AMERI HOLDINGS, INC., a Delaware corporation ("Parent"), VIRTUOSO ACQUISITION INC., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Purchaser"), AMERI100 VIRTUOSO INC., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub 2" and, together with Purchaser, the "Merger Subs"), VIRTUOSO, L.L.C., a Kansas limited liability company (the "Company"), and the sole member of the Company, David Nowak (the "Sole Member"). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 11 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, each of the Merger Subs, the Sole Member and the Company are each sometimes referred to herein as a "Party" and collectively as the "Parties".

Notices. Any notice, request or other communication hereunder shall be given in writing and shall be served either personally by overnight delivery or delivered by mail, certified return receipt and addressed to the following addresses: If to Parent or Merger Subs: Ameri Holdings, Inc. 100 Canal Pointe Blvd., Suite 108 Princeton, New Jersey 08540 Attention: Mr. Giri Devanur, President & Chief Executive Officer With a copy to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, New York 10019 Attention: Adam Finerman, Esq. If to the Company: Virtuoso, L.L.C. 4901 West 136th Street Leawood, Kansas 66224 Attention: Mr. David Nowak With a copy to: Polsinelli PC 900 W. 48th Place, Suite 900 Kansas City, Missouri 64112 Attention: D. Scott Lindstrom, Esq. Notices shall be deemed received at the earlier of actual receipt or three (3) business days following mailing. Counsel for a Party (or any authorized representative) shall have authority to accept delivery of any notice on behalf of such Party.