New York Uses in Notices Clause

Notices from Equity Distribution Agreement

CMS Energy Corporation, a Michigan corporation (the Company), confirms its agreement (this Agreement) with Deutsche Bank Securities Inc. (DBSI), as follows:

Notices. Except as otherwise provided in this Agreement (including by reference to Exhibit B attached hereto), all notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to DBSI shall be directed to DBSI at Deutsche Bank Securities Inc., 60 Wall Street, 2nd Floor, New York, New York 10005, Attention: Equity Capital Markets Syndicate Desk, with a copy to Deutsche Bank Securities Inc., 60 Wall Street, 36th Floor, New York, New York 10005, Attention: General Counsel, fax no. 212-797-4561; notices to the Company shall be directed to it at CMS Energy Corporation, One Energy Plaza, Jackson, Michigan 49201, fax no. 517-788-2186, Attention of Vice President and Treasurer. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), DBSI is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow DBSI to properly identify its clients.

Notices

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE "ACT").

Notices. Any notice required or permitted to be given pursuant to this Note shall be deemed to have been duly given when delivered by hand or sent by certified or registered mail, return receipt requested and postage prepaid, overnight mail or courier or telecopier as follows: If to the Holder: 26 Deer Creek Lane Mt. Kisco, NY 10549 Facsimile No.: If to the Company: 40 Marcus Drive Suite One Melville, New York 11747 Attn: Chief Executive Officer Facsimile No.: (631) 760-8414 With a copy to: Certilman Balin Adler & Hyman, LLP 90 Merrick Avenue East Meadow, New York 11554 Attn: Fred Skolnik, Esq. Facsimile No.: (516) 296-7111 or at such other address as the Holder or the Company shall designate by notice to the other given in accordance with this Section 8.

Notices

THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT FOR DISTRIBUTION AND MAY BE TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT OF l933, AS AMENDED (THE "ACT").

Notices. Any notice required or permitted to be given pursuant to this Note shall be deemed to have been duly given when delivered by hand or sent by certified or registered mail, return receipt requested and postage prepaid, overnight mail or courier or telecopier as follows: If to the Holder: 62 Osborne Road Garden City, New York 11530

Notices from Warrant

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the "Company"), hereby certifies that __________________ (the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company up to _____________________ (________) SHARES OF COMMON STOCK, $.001 par value per share, of the Company ("Common Shares") at a price of FOUR DOLLARS ($4.00) per share (the "Exercise Price") during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

Notices. All notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One, Melville, New York 11747, Attention: Chief Executive Officer, or such other address as the Company may designate in writing to the Holder; and if given by the Company, addressed to the Holder at the address of the Holder shown on the books of the Company.

Notices from Underwriting Agreement

Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to Citi at 388 Greenwich Street, New York, New York 10013, attention: General Counsel (facsimile: 1-646-291-1469), Cowen at 599 Lexington Avenue, New York, New York 10022 (facsimile: (646) 562-1124), Leerink at One Federal Street, 37th Floor, Boston, MA 02110, attention: General Counsel (facsimile: (617) 918-4614) and with a copy to Covington & Burling LLP, 620 8th Avenue, New York, New York 10018, attention of Eric W. Blanchard (facsimile: (646) 441-9111); notices to the Company shall be directed to it at 91 Park Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY United Kingdom, attention of James J. Noble, Chief Executive Officer (facsimile: 44 1235 430001) with a copy to Mayer Brown LLP, 1221 Avenue of the Americas, New York, New York 10020-1001, attention of David S. Bakst (facsimile: (212) 849-5551) with and a copy to Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF, United Kingdom (facsimile: 44 20 3130 3001), attention: Richard Smith.

Notices from Administration Agreement

This Issuer Administration Agreement, dated as of March 22, 2017 (the "Agreement"), is among BMW Vehicle Lease Trust 2017-1, a Delaware statutory trust, as issuer (the "Issuer"), BMW Financial Services NA, LLC, a Delaware limited liability company ("BMW FS"), as administrator (in such capacity, the "Administrator"), BMW Auto Leasing LLC, a Delaware limited liability company, as transferor (the "Transferor"), and U.S. Bank National Association, a national banking association, as indenture trustee (the "Indenture Trustee").

Notices. All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by telecopier, and addressed in each case as follows: (i) if to the Issuer or the Administrator, at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, (telecopier no. (201) 307-9286), Attention: General Counsel, with a copy (which shall not constitute notice) to Reed Auerbach, Esq., Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178; (ii) if to the Owner Trustee, at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration; (iii) if to the Indenture Trustee, at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Global Structured Finance/BMW Vehicle Lease Trust 2017-1; (iv) if to Moody's, to Moody's Investors Service, Inc., ABS/RMBS Monitoring Department, 25th Floor, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007, Email: ServicerReports@moodys.com, Fax: 212-298-7139; (v) if to Fitch, to Fitch Ratings, Inc., 33 Whitehall Street, New York, New York 10004, Email: notifications.abs@fitchratings.com, Fax: 212-514-9879, Attention: Asset Backed Surveillance; or (v) at such other address as shall be designated by any of the foregoing in a written notice to the other parties hereto. Delivery shall occur only upon receipt or reported tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder.

Notices from Warrant

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the "Company"), hereby certifies that JOHN DESMARAIS (the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company up to EIGHTY THOUSAND (80,000) SHARES OF COMMON STOCK, $.001 par value per share, of the Company ("Common Shares") at a price of FOUR DOLLARS ($4.00) per share (the "Exercise Price") during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

Notices. All notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One, Melville, New York 11747, Attention: Chief Executive Officer, or such other address as the Company may designate in writing to the Holder; and if given by the Company, addressed to the Holder at the address of the Holder shown on the books of the Company.

NOTICES from Stock Option Agreement

WHEREAS, the Company and the Optionee are parties to an Executive Employment Agreement dated as of March 9, 2015 (the "Employment Agreement"); and

NOTICES. Any notice or other communication given hereunder shall be deemed sufficient if in writing and hand delivered or sent by registered or certified mail, return receipt requested, addressed to the Company, 40 Marcus Drive, Suite One, Melville, New York 11747, Attention: Vice President of Operations, and to the Optionee at the address indicated below. Notices shall be deemed to have been given on the date of hand delivery or mailing, except notices of change of address, which shall be deemed to have been given when received.

Notices from Warrant

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the "Company"), hereby certifies that ROBERT B. CATELL (the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company up to EIGHT THOUSAND (8,000) SHARES OF COMMON STOCK, $.001 par value per share, of the Company ("Common Shares") at a price of FOUR DOLLARS ($4.00) per share (the "Exercise Price") during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

Notices. All notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One, Melville, New York 11747, Attention: Chief Executive Officer, or such other address as the Company may designate in writing to the Holder; and if given by the Company, addressed to the Holder at the address of the Holder shown on the books of the Company.

Notices from Warrant

FOR VALUE RECEIVED, BIORESTORATIVE THERAPIES, INC., a Delaware corporation (the "Company"), hereby certifies that TUXIS TRUST_(the "Holder") is entitled, subject to the provisions of this Warrant, to purchase from the Company up to FORTY THOUSAND (40,000) SHARES OF COMMON STOCK, $.001 par value per share, of the Company ("Common Shares") at a price of FOUR DOLLARS ($4.00) per share (the "Exercise Price") during the period commencing on the date hereof and terminating at 5:00 P.M. on the fifth anniversary of the date hereof.

Notices. All notices required hereunder shall be given by first-class mail, postage prepaid, or overnight mail or courier and, if given by the Holder addressed to the Company at 40 Marcus Drive, Suite One, Melville, New York 11747, Attention: Chief Executive Officer, or such other address as the Company may designate in writing to the Holder; and if given by the Company, addressed to the Holder at the address of the Holder shown on the books of the Company.