Oaktree Capital Management Uses in Notices Clause

Notices from Noncompetition and Nonsolicitation Agreement

THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT (this "Agreement"), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership ("Buyer"), and Fifth Street Asset Management Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

Notices. Unless otherwise provided herein, all notices and other communications hereunder shall be in writing and be deemed given and received (a) if delivered in person, on the date delivered, (b) if transmitted by facsimile (provided receipt is confirmed by telephone), on the date sent, (c) if delivered by an express courier, on the second (2nd) Business Day after mailing and (d) if transmitted by email, on the date sent, in each case, to the parties at the following addresses (or at such other address for a party as is specified to the other parties hereto by like notice): if to Buyer, to: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th floor Los Angeles, CA 90071 Fax: (213) 830-6293 Attention (email): Matt Pendo (mpendo@oaktreecapital.com) if to the Company, to: Fifth Street Asset Management Inc. 777 West Putnam Avenue, 3rd Floor Greenwich, CT 06830 Tel: (203) 681-6800 Fax: (203) 681-3879 Attention (email): Bernard D. Berman (Bernie@fifthstreetfinance.com)

Notices from Voting Agreement

THIS VOTING AGREEMENT (this "Agreement"), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership ("Buyer"), and each of the stockholders set forth on Schedule I (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

Notices. Unless otherwise provided herein, all notices and other communications hereunder shall be in writing and be deemed given and received (a) if delivered in person, on the date delivered, (b) if transmitted by facsimile (provided receipt is confirmed by telephone), on the date sent, (c) if delivered by an express courier, on the second (2nd) Business Day after mailing and (d) if transmitted by email, on the date sent, in each case, to the parties at the following addresses (or at such other address for a party as is specified to the other parties hereto by like notice):

Notices from Voting Agreement

THIS VOTING AGREEMENT (this "Agreement"), dated as of July 13, 2017, is made by and among Oaktree Capital Management, L.P., a Delaware limited partnership ("Buyer"), and each of the stockholders set forth on Schedule I (each, a "Stockholder" and, collectively, the "Stockholders"). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

Notices. Unless otherwise provided herein, all notices and other communications hereunder shall be in writing and be deemed given and received (a) if delivered in person, on the date delivered, (b) if transmitted by facsimile (provided receipt is confirmed by telephone), on the date sent, (c) if delivered by an express courier, on the second (2nd) Business Day after mailing and (d) if transmitted by email, on the date sent, in each case, to the parties at the following addresses (or at such other address for a party as is specified to the other parties hereto by like notice):

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and the entities signing under the heading Stockholder on the signature pages hereto (collectively, the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or 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 (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90731 Attn: General Counsel tmolz@oaktreecapital.com with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: akornberg@paulweiss.com The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel Email: stephanie.moore@luminant.com with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: RLittle@gibsondunn.com

Notices from Agreement

This Stockholders Agreement (this Agreement) is made as of October 3, 2016 (the Effective Time), between TCEH Corp., a Delaware corporation (the Company), and the entities signing under the heading Stockholder on the signature pages hereto (collectively, the Stockholder). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.

Notices. All notices, demands or 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 (i) delivered personally to the recipient, (ii) telecopied or sent by email to the recipient, or (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Stockholder or the Company at the address set forth below, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Stockholders address is: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90731 Attn: General Counsel tmolz@oaktreecapital.com with copies to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Attention: Alan W. Kornberg Email: akornberg@paulweiss.com The Companys address is: 1601 Bryan Street, 43rd Floor Dallas, Texas 75201 Attention: General Counsel Email: stephanie.moore@luminant.com with copies to: Gibson, Dunn & Crutcher LLP 2100 McKinney Avenue Dallas, Texas 75201 Attention: Robert B. Little Email: RLittle@gibsondunn.com

Notices from Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT is dated as of October 27, 2016 (this Agreement), and is entered into by and among AdvancePierre Foods Holdings, Inc., incorporated under the laws of Delaware (Holdings), AdvancePierre Foods, Inc., incorporated under the laws of Delaware and an indirect wholly-owned subsidiary of Holdings (the Company), and Christopher D. Sliva (the Executive).

Notices. All notices, requests, demands and other communications (collectively, Notices) given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, overnight delivery service, facsimile or electronic transmission (each of which must be confirmed) or by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses: if to the Executive, at the most recent address identified on the payroll records of the Company with a copy to: Vedder Price P.C. 222 North LaSalle Street Suite 2600 Chicago, Illinois 60601 Attn: Robert F. Simon Facsimile No.: 312.609.5005 if to the Company or Holdings, to: AdvancePierre Foods Holdings, Inc. 9987 Carver Road Blue Ash, Ohio 45242 Attn: Chairman of the Board with a copy to: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 Attn: Matthew Wilson Facsimile No.: 213.830.8833 and: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue Suite 3400 Los Angeles, California 90071 Attn: Jeffrey H. Cohen Facsimile No.: 213.621.5288 Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other parties in the manner prescribed in this Section.

Notices

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NONE OF THIS WARRANT, SUCH SECURITIES OR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

Notices. Except as expressly set forth to the contrary in this Warrant, all notices, requests or consents provided for or permitted to be given under this Warrant must be in writing and shall be deemed delivered (a) one business day after depositing such writing with a reputable overnight courier for next day delivery, (b) three business days after depositing such writing in the United States mail, postage paid, and registered or certified with return receipt requested or (c) upon delivering such writing to the recipient in person, by courier or by facsimile transmission (if the facsimile is sent during normal business hours of the recipient; but if not, then such notice shall be deemed given on the next business day). All notices, requests and consents to be sent to the Registered Holder must be sent to or made at Oaktree Capital Management, L.P., 1301 Avenue of the Americas, 34th Floor, New York, New York 10019, Attention: Milwood Hobbs, Jr. with a copy to Oaktree Capital Management, L.P., 333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071, Attention: Nilay Mehta, or such other address as the Registered Holder may specify by notice to the Company. Any notice, request or consent to the Company must be sent to or made at SIGA Technologies, Inc., 600 Madison Avenue, Suite 1700, New York, NY 10065, Attention: Daniel Luckshire, Chief Financial Officer.

Notices from Stockholders Agreement

This Stockholders Agreement is entered into as of July 20, 2016 by and between AdvancePierre Foods Holdings, Inc., a Delaware corporation (the Company), and OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (the Oaktree LP).

Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, mailed first class mail (postage prepaid) or sent by a reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Companys records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when sent by facsimile (receipt confirmed) delivered personally, five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service. The Companys address is: AdvancePierre Foods Holdings, Inc. 9987 Carver Road Blue Ash, Ohio 45242 Attention: Michael B. Sims Fax: (513) 682-1330 with a copy (not constituting notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Attention: Jonathan Ko, Esq. Fax: (213) 621-5527 The Oaktree Entities address is: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 Attention: Ted Crockin Fax: (213) 830-6394 with a copy (not constituting notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Attention: Jeffrey Cohen, Esq. and Jonathan Ko, Esq. Fax: (213) 621-5527

Notices from Stockholders Agreement

This Stockholders Agreement is entered into as of [ ], 2016 by and among AdvancePierre Foods Holdings, Inc., a Delaware corporation (the Company), OCM APFH Holdings, LLC, a Delaware limited liability company (OCM APFH), and OCM Principal Opportunities Fund IV Delaware, L.P., a Delaware limited partnership (together with OCM APFH, the Oaktree Group).

Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, mailed first class mail (postage prepaid) or sent by a reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Companys records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when sent by facsimile (receipt confirmed) delivered personally, five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service. The Companys address is: AdvancePierre Foods Holdings, Inc. 9987 Carver Road Blue Ash, Ohio 45242 Attention: Michael B. Sims Fax: [ ] with a copy (not constituting notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Attention: Jonathan Ko, Esq. Fax: (213) 621-5527 The Oaktree Entities address is: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 Attention: [ ] Fax: [ ] with a copy (not constituting notice) to: Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071 Attention: Jonathan Ko, Esq. Fax: (213) 621-5527

Notices from Executive Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT is dated as of September 30, 2013 (this Agreement), and is by and between AdvancePierre Foods Inc., incorporated under the laws of North Carolina (the Company), and John Simons (the Executive).

Notices. All notices, requests, demands and other communications (collectively, Notices) given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, overnight delivery service, facsimile or electronic transmission (each of which must be confirmed) or by United States registered or certified mail, postage prepaid, return receipt requested, to the following addresses: if to the Executive, to: John Simons 1815 Fir Hill Drive St. Helena, California 94574 with a copy to: Coombs & Dunlap, LLP 1312 Oak Avenue St. Helena, California 94574 Attn: Cynthia P. Smith, Esquire Facsimile No.: 707.963.4519 if to the Company, to: AdvancePierre Foods, Inc. 9990 Princeton Road Cincinnati, Ohio 45246 Attn: Dean Hollis, Chairman of the Board with a copy to: Oaktree Capital Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 Attn: Matthew Wilson Facsimile No.: 213.830.8833 Any Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt requested, shall be effective on the earlier of when received or the third day following deposit in the United States mails. Any party may from time to time change its address for further Notices hereunder by giving notice to the other parties in the manner prescribed in this Section.