NEW YORK Uses in Notices Clause

Notices from Guarantee Agreement

GUARANTEE AGREEMENT, dated as of May 25, 2016 (as amended, restated, supplemented, or otherwise modified from time to time, this Guarantee), made by TPG RE FINANCE TRUST HOLDCO, LLC, a Delaware limited liability company having its principal place of business at c/o TPG RE Finance Trust Management, L.P. , 888 Seventh Avenue, 35th Floor, New York, NY 10106 (the Guarantor), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the Buyer) and any of its parent, subsidiary or affiliated companies.

Notices. Notices by Buyer to Guarantor may be given in writing and sent prepaid by hand delivery, by certified or registered mail, by expedited commercial or postal delivery service, or by facsimile or email at the address or transmission number set forth under Guarantors signature below or such other address as Guarantor shall specify from time to time in a notice to Buyer (provided that (i) if Buyer delivers a notice by facsimile, Buyer also receives a confirmation of delivery by telephone on the same Business Day, and (ii) if Buyer delivers a notice by e-mail, Buyer receives a return receipt noting that the email has been opened by the recipient). Should Buyer fail to receive the required delivery confirmation on a timely basis, the related notice shall not be legally effective until either (i) Buyer successfully confirms the receipt thereof by telephone or (ii) Buyer successfully delivers the related notice by hand delivery, by certified or registered mail or by expedited commercial or postal delivery service in accordance with the immediately preceding sentence. Any of the foregoing communications shall be effective when delivered, if such delivery occurs on a Business Day; otherwise, each such communication shall be effective on the first Business Day following the date of such delivery. Notices to Buyer by Guarantor may be given in the manner set forth in the Repurchase Agreement.

Notices from Purchase Agreement

The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of April 25, 2017 (the Base Indenture), among the Company, the Guarantors (as defined below) and Wilmington Trust, National Association, as trustee (the Trustee), and the First Supplemental Indenture, to be dated as of April 25, 2017, among the Company, the Guarantors and the Trustee (the Supplemental Indenture and, together with the Base Indenture, the Indenture). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the Depositary).

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows: If to the Initial Purchasers: Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Facsimile: (212) 901-7897 Attention: High Yield Legal Department with a copy to: Latham & Watkins LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 Facsimile: (202) 637-2201 Attention: Rachel W. Sheridan, Esq. If to the Company or the Guarantors: Booz Allen Hamilton Inc. 8283 Greensboro Drive McLean, Virginia 22102 Facsimile: (703) 902-3335 Attention: Chief Financial Officer with copies to: Booz Allen Hamilton Inc. 8283 Greensboro Drive McLean, Virginia 22102 Facsimile: (703) 902-3335 Attention: Chief Legal Officer and: Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Facsimile: (212) 521-7334 Attention: Matthew Kaplan Any party hereto may change the address or facsimile number for receipt of communications by giving written notice to the others.

Notices from Settlement Agreement

This SETTLEMENT AGREEMENT (this Agreement) is made and entered into as of April 19, 2017, among Ecology and Environment, Inc., a New York corporation (the Company), on the one hand, and Mill Road Capital II, L.P., a Delaware limited liability partnership, Mill Road Capital II GP LLC, a Delaware limited liability company, Mill Road Capital Management LLC, a Delaware limited liability company, and Justin C. Jacobs (collectively, Mill Road), on the other hand. The Company and Mill Road are each referred to herein as a Party and collectively, as the Parties.

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 when delivered by hand, with written confirmation of receipt; upon sending if sent by facsimile to the facsimile numbers below, with electronic confirmation of sending; one (1) day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt: If to the Company: Ecology and Environment, Inc. 368 Pleasant View Drive Lancaster, NY Attention: Legal Department Facsimile: 716-684-0844 If to Mill Road: Mill Road Capital Management LLC 382 Greenwich Avenue, Suite One Greenwich, Connecticut 06830 Attention: Justin Jacobs Facsimile: 203 621-3280 with a copy (which shall not constitute notice) to: Vinson & Elkins L.L.P. 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Attention: Kai H. Liekefett, Esq., Lawrence S. Elbaum, Esq. Facsimile: 212.237.0100 with a copy (which shall not constitute notice) to: Foley Hoag LLP 155 Seaport Boulevard Boston, MA 02210 Attention: Paul Bork, Esq. Facsimile: 617 832-7000

Notices from Cooperation Agreement

This COOPERATION AGREEMENT (this "Agreement") is made and entered into as of April 21, 2017, among Fred's, Inc., a Tennessee corporation (the "Company"), on the one hand, and Alden Global Capital LLC, a Delaware limited liability company, Strategic Investment Opportunities LLC, a Delaware limited liability company, and Heath B. Freeman (collectively, "Alden"), on the other hand. The Company and Alden are each referred to herein as a "Party" and collectively, as the "Parties."

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 when delivered by hand, with written confirmation of receipt; upon sending if sent by facsimile to the facsimile numbers below, with electronic confirmation of sending; one day after being sent by a nationally recognized overnight carrier to the addresses set forth below; or when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt: If to the Company: Fred's, Inc. 4300 New Getwell Road Memphis, Tennessee 38118 Attention: General Counsel Facsimile: 901.366.6772 with a copy (which shall not constitute notice) to: Vinson & Elkins L.L.P. 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Attention: Kai H. Liekefett, Esq., Lawrence S. Elbaum, Esq. Facsimile: 212.237.0100 If to Alden: Alden Global Capital LLC 885 Third Avenue New York, New York 10022 Attention: Heath Freeman Facsimile: 212.751.9501 with a copy (which shall not constitute notice) to: Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Attention: Steve Wolosky, Esq., Andrew M. Freedman, Esq. Facsimile: 212.451.2222

Notices from Term Loan Agreement

THIS TERM LOAN AGREEMENT (this Agreement) dated as of May 24, 2013 by and among BROADSTONE NET LEASE, LLC, a limited liability company formed under the laws of the State of New York (the Borrower), BROADSTONE NET LEASE, INC., a corporation formed under the laws of the State of Maryland (the Parent), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the Lenders) and REGIONS BANK, as Administrative Agent (together with its successors and assigns, the Administrative Agent) with REGIONS CAPITAL MARKETS, as sole Lead Arranger and as sole Bookrunner.

Notices. Unless otherwise provided herein (including without limitation as provided in Section 9.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows: If to the Borrower: Broadstone Net Lease, LLC 530 Clinton Square Rochester, New York 14604 Attn: Chief Financial Officer Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500 If to the Administrative Agent: Regions Bank 3050 Peachtree Road, NW Suite 400 Atlanta, Georgia 30305 Attn: Paul Burgan Telecopier: (404) 995-7648 Telephone: (404) 279-7475 If to any other Lender: To such Lenders address or telecopy number as set forth in the applicable Administrative Questionnaire or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 9.5. to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent or any Lender under Article II. shall be effective only when actually received. None of the Administrative Agent or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

Notices from Credit Agreement

THIS CREDIT AGREEMENT (this Agreement) dated as of October 2, 2012 by and among BROADSTONE NET LEASE, LLC, a limited liability company formed under the laws of the State of New York (the Borrower), BROADSTONE NET LEASE, INC., a corporation formed under the laws of the State of Maryland (the Parent), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the Lenders), MANUFACTURERS AND TRADERS TRUST COMPANY, as Administrative Agent (together with its successors and assigns, the Administrative Agent), REGIONS BANK, as Syndication Agent (the Syndication Agent), and BANK OF AMERICA, N.A. and BMO CAPITAL MARKETS, as co-Documentation Agents (the Documentation Agents) with MANUFACTURERS AND TRADERS TRUST COMPANY and REGIONS CAPITAL MARKETS, as Joint Lead Arrangers (in such capacities, the Joint Lead Arrangers) and MANUFACTURERS AND TRADERS TRUST COMPANY, as sole Bookrunner (in such capacity, the Bookrunner).

Notices. Unless otherwise provided herein (including without limitation as provided in Section 9.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows: If to the Borrower: Broadstone Net Lease, LLC 530 Clinton Square Rochester, New York 14604 Attn: Chief Financial Officer Telecopy Number: (585) 760-8378 Telephone Number: (585) 287-6500 If to the Administrative Agent: Manufacturers and Traders Trust 255 East Avenue Rochester, New York 14604 Attn: Lisa Plescia Telecopier: (585) 546-5363 Telephone: (585) 258-8263 With a copy to: M&T Debt Capital markets 25 South Charles Street, 12th Floor Baltimore, Maryland 21201 Attention: Katharine Castro Telecopier: (410) 244-4477 Telephone: (410) 244-4848 If to the Issuing Bank: Manufacturers and Traders Trust 255 East Avenue Rochester, New York Attn: Lisa Plescia Telecopier: (585) 546-5363 Telephone: (585) 258-8263 If to any other Lender: To such Lenders address or telecopy number as set forth in the applicable Administrative Questionnaire or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender or the Issuing Bank shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, the Issuing Bank and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 9.5. to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent, the Issuing Bank or any Lender under Article II. shall be effective only when actually received. None of the Administrative Agent, the Issuing Bank or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Issuing Bank or the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent, the Issuing Bank or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

Notices from Term Loan Agreement

THIS TERM LOAN AGREEMENT (this Agreement) dated as of November 6, 2015 by and among BROADSTONE NET LEASE, LLC, a limited liability company formed under the laws of the State of New York (the Borrower), BROADSTONE NET LEASE, INC., a corporation formed under the laws of the State of Maryland (the Parent), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.6. (the Lenders) and SUNTRUST BANK, as Administrative Agent (together with its successors and assigns, the Administrative Agent), with SUNTRUST ROBINSON HUMPHREY, INC., J.P. MORGAN SECURITIES LLC and MANUFACTURERS AND TRADERS TRUST COMPANY, as joint Lead Arrangers (each a Joint Lead Arranger), JPMORGAN CHASE BANK, N.A. and MANUFACTURERS AND TRADERS TRUST COMPANY, as co-Syndication Agents, and CAPITAL ONE, NATIONAL ASSOCIATION, KEYBANK NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as co-Documentation Agents.

Notices. Unless otherwise provided herein (including without limitation as provided in Section 9.5.), communications provided for hereunder shall be in writing and shall be mailed, telecopied, or delivered as follows: If to the Borrower: Broadstone Net Lease, LLC 530 Clinton Square Rochester, New York 14604 Attn: Chief Financial Officer Telecopy Number: (585) 287-6505 Telephone Number: (585) 287-6500 If to the Administrative Agent: SunTrust Bank CRE Atlanta Middle Office Attn: Middle Office Hub Team Lead Mail Code: GA-Atlanta-0081 1155 Peachtree Street, NE, Suite 300 Atlanta, Georgia 30309 With a copy to: SunTrust Bank Agency Services 303 Peachtree Street, NE / 25th Floor Atlanta, Georgia 30308 Attn: Doug Weltz Telecopy Number: (404) 221-2001 and SunTrust Bank Legal Department CRE 303 Peachtree Street, NE, Suite 3600 Mail Code GA-ATL-0643 Atlanta, Georgia 30308 If to any other Lender: To such Lenders address or telecopy number as set forth in the applicable Administrative Questionnaire or, as to each party at such other address as shall be designated by such party in a written notice to the other parties delivered in compliance with this Section; provided, a Lender shall only be required to give notice of any such other address to the Administrative Agent and the Borrower. All such notices and other communications shall be effective (i) if mailed, upon the first to occur of receipt or the expiration of three (3) days after the deposit in the United States Postal Service mail, postage prepaid and addressed to the address of the Borrower or the Administrative Agent, and Lenders at the addresses specified; (ii) if telecopied, when transmitted; (iii) if hand delivered or sent by overnight courier, when delivered; or (iv) if delivered in accordance with Section 9.5. to the extent applicable; provided, however, that, in the case of the immediately preceding clauses (i), (ii) and (iii), non-receipt of any communication as of the result of any change of address of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such communication. Notwithstanding the immediately preceding sentence, all notices or communications to the Administrative Agent or any Lender under Article II. shall be effective only when actually received. None of the Administrative Agent or any Lender shall incur any liability to any Loan Party (nor shall the Administrative Agent incur any liability to the Lenders) for acting upon any telephonic notice referred to in this Agreement which the Administrative Agent or such Lender, as the case may be, believes in good faith to have been given by a Person authorized to deliver such notice or for otherwise acting in good faith hereunder. Failure of a Person designated to get a copy of a notice to receive such copy shall not affect the validity of notice properly given to another Person.

Notices from Placement Agency Agreement

Introduction. Subject to the terms and conditions herein (this Agreement), Marathon Patent Group, Inc., a Nevada corporation (the Company), hereby agrees to sell up to an aggregate of $2,660,000 of registered and unregistered securities of the Company, including, but not limited to, 3,800,000 shares of common stock (the Shares), par value $0.0001 per share (the Common Stock), and Common Stock purchase warrants to purchase up to an aggregate of 2,280,000 shares of Common Stock (the Warrants and, together with the Shares, the Securities) directly to various investors (each, an Investor and, collectively, the Investors) through Aegis Capital Corp. (the Placement Agent and, each, a Placement Agent), as placement agent. The Shares shall be offered and sold under the Companys registration statement on Form S-3 (File No. 333-198569) with respect to the Shares and pursuant to Section 4(a)(2) under the Securities Act (as hereinafter defined), with respect to the Warrants. The documents execute

Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Placement Agent to the address set forth above, attention: David Bocchi, Facsimile: (212) 813-1047 With a copy to: Zysman, Aharoni, Gayer and Sullivan & Worcester LLP 1633 Broadway New York, NY 10019 Facsimile: (212) 660-3001 Attention: Oded Har-Even, Esq. If to the Company: Marathon Patent Group, Inc. 11100 Santa Monica Blvd., Ste. 380 Los Angeles, CA 90025 Attention: Chief Financial Officer Facsimile No.: (703) 224-8801 With a copy to: Sichenzia Ross Ference Kesner LLP 61 Broadway, 32nd Floor New York, NY 10006 Facsimile: (212)980-5192 Attention: Harvey Kesner, Esq. Any party hereto may change the address for receipt of communications by giving written notice to the others.

Notices from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of January 10, 2016 (this "Agreement"), is by and among NICE Systems, Inc., a Delaware corporation (the "Parent"), Diag Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent ("Merger Sub"), Nexidia Inc., a Delaware corporation (the "Company"), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Securityholder Representative hereunder.

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 e-mail, upon written confirmation of receipt by e-mail or otherwise or (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier. 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:

Notices from Indenture

This INDENTURE, dated as of April 1, 2017, is between MERCEDES-BENZ AUTO LEASE TRUST 2017-A, a Delaware statutory trust (the "Issuer"), and U.S. Bank National Association, a national banking association, as trustee and not in its individual capacity (the "Indenture Trustee").

Notices. Unless otherwise specified in this Indenture, all notices, requests, demands, consents, waivers, Act of Noteholders or other communications to or from the parties to this Indenture will be in writing. Notices, requests, demands, consents and other communications will be deemed to have been given and made, (i) upon delivery or, in the case of a letter mailed via registered first class mail, postage prepaid, three days after deposit in the mail and (ii) in the case of (a) a facsimile, when receipt is confirmed by telephone or by reply e-mail or reply facsimile from the recipient, (b) an e-mail, when receipt is confirmed by telephone or by reply e-mail from the recipient and (c) an electronic posting to a password-protected website, upon printed confirmation of the recipient's access to such password-protected website, or when notification of such electronic posting is confirmed in accordance with clauses (ii)(b) and (ii)(c) above. Unless otherwise specified in this Indenture, any such notice, request, demand, consent or other communication will be delivered or addressed, in the case of (i) the Indenture Trustee by any Noteholder or by the Issuer at the Corporate Trust Office (e-mail: melissa.rosal@usbank.com, telecopier no. (312) 332-7996), (ii) the Issuer by the Indenture Trustee or by any Noteholder at Mercedes-Benz Auto Lease Trust 2017-A, c/o Wilmington Trust, National Association (telecopier no. (302) 636-4140), Attention: Corporate Trust Administration, (e-mail: cmay@wilmingtontrust.com), with a copy to the Administrator at Mercedes-Benz Financial Services USA LLC, 36455 Corporate Drive, Farmington Hills, Michigan 48331 (telecopier no. (248) 991-6962), Attention: Steven C. Poling (e-mail steven.c.poling@daimler.com), (iii) to each Rating Agency, as applicable, by the Issuer, the Indenture Trustee or the Owner Trustee, in the case of (a) Standard & Poor's, at S&P Global Ratings, a Standard & Poor's Financial Services LLC business, 55 Water Street, New York, New York 10041, Attention: Asset Backed Surveillance Department (e-mail: Servicer_reports@sandp.com) and (b) Fitch, at Fitch Ratings, Inc., 33 Whitehall Street, New York 10004, Attention: ABS Surveillance (email: surveillance-abs-auto@fitchratings.com) and (iv) as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.