Amendment to Section Contract Clauses (3,819)

Amendment to Section. Section 6 of the Original Agreement is hereby amended and restated in its entirety to read as follows: "2.1 Compensation. Effective from July 2013 (inclusive), the Company shall pay to the Consultant in consideration for the performance of the Consulting Services, a gross monthly amount of 75,000 + VAT (approximately $20,833) (the "Consideration"), subject to the receipt by the Company of an invoice from the Consultant. Each of the Consultant and Nadav hereby declares that neither of them has,... nor shall have in the future, any claims or demands in respect of amounts paid prior to May 2008." 2. Ratification. As amended hereby, the Original Agreement is ratified and confirmed and all other terms and conditions remain in full force and effect. View More

Amendment to Section. Section 10.1(f) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: "(f) by the Company or Acquiror (by written notice to the other party), if the Effective Time has not occurred by 11:59 p.m., New York time on February 13, 2022 (the "Agreement End Date"); provided, further, that, it being understood that the right to terminate this Agreement pursuant to this Section 10.1(f) will not be available to any Party that is in material breach hereof." 2. NO... FURTHER AMENDMENT; EFFECT OF AMENDMENT. This Amendment shall be deemed incorporated into, and form a part of, the Merger Agreement and have the same legal validity and effect as the Merger Agreement. Except as expressly and specifically amended hereby, the Merger Agreement is not otherwise being amended, modified or supplemented and all terms and provisions of the Merger Agreement are and shall remain in full force and effect in accordance with its terms, and all references to the Merger Agreement in this Amendment and in any ancillary agreements or documents delivered in connection with the Merger Agreement shall hereafter refer to the Merger Agreement as amended by this Amendment, and as it may hereafter be further amended or restated. View More

Amendment to Section. Section 7(a) of the Rights Agreement is amended by striking Section 7(a) thereof in its entirety and replacing it with the following:"(a) Subject to Section 7(e) hereof, the registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase and the certificate on the reverse side thereof duly executed,... to the Rights Agent at the office or offices of the Rights Agent designated for such purpose, together with payment of the aggregate Exercise Price for the total number of one ten-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which such surrendered Rights are then exercised, at or prior to the earlier of (i) the Close of Business on the fifteenth anniversary of the Record Date (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof (the "Exchange Date") (the earliest of (i), (ii) or (iii) being herein referred to as the "Expiration Date"). Except as set forth in Section 7(e) hereof and notwithstanding any other provision of this Agreement, any Person who prior to the Distribution Date becomes a record holder of shares of Common Stock of the Company may exercise all of the rights of a registered holder of a Right Certificate with respect to the Rights associated with such shares of Common Stock of the Company in accordance with the provisions of this Agreement, as of the date such Person becomes a record holder of shares of Common Stock of the Company."2. Ratification. The parties hereby ratify and confirm in all respects the Agreement, as amended by this Amendment.3. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.4. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. View More

Amendment to Section. The definition of "Option Exercise Period" in Section 1.01 of the Shareholders Agreement, as amended by Extension Agreement No. 1 and Extension Agreement No. 2, is hereby amended by replacing it in its entirety with the following: "Option Exercise Period" means (i) the period beginning on April 1 and ending on June 30 of 2014 and (ii) the period beginning on April 1 and ending on April 30 of each of 2015 and 2016.

Amendment to Section. Section 7 of the Restructuring Support Agreement be, and it hereby is, amended as follows: a. subsections (j) and (k) be, and each of them hereby is, amended such that (i) the word "and" at the end of subsection (j) is deleted, and (ii) the final period at the end of subsection (k) be replaced with a semi-colon followed by the word "and"; and b. a newly created subsection (l) be, and it hereby is, added to Section 7 of the Restructuring Support Agreement, which shall read as follows: "through... the effective date of the Plan, (i) upon the written request of the Consenting Noteholders or their counsel, provide in writing to counsel to the Consenting Noteholders a then current good faith estimate of the Stone Parties, together with such documentation as reasonably requested by the Consenting Noteholders or their counsel in support of such estimate, of any cure amounts or other payment obligations of any of the Stone Parties (including as reorganized under and pursuant to the Plan) arising or otherwise resulting from the assumption of executory contracts or unexpired leases, on a per-contract basis and on an aggregate basis (each such amount, an "Estimated Payment Obligation" and collectively, the "Estimated Payment Obligations"), and (ii) promptly notify counsel to the Consenting Noteholders in writing of any change, event, circumstance, development, condition, occurrence or effect which the Stone Parties become aware of that would reasonably be expected to materially increase the Estimated Payment Obligations, individually or taken together as a whole." 2. Amendment to Section 8. Section 8 of the Restructuring Support Agreement be, and it hereby is, amended as follows: a. subsections (m) and (n) be, and each of them hereby is, amended such that (i) the word "or" at the end of subsection (m) is deleted, and (ii) the final period at the end of subsection (n) be replaced with a semi-colon followed by the word "or"; and b. a newly created subsection (o) be, and it hereby is, added to Section 8 of the Restructuring Support Agreement, which shall read as follows: "if the Estimated Payment Obligations, calculated by the Required Consenting Noteholders in their sole discretion, exceed or would be reasonably expected to exceed an amount acceptable to the Required Consenting Noteholders in their sole discretion. Absent a finding of manifest error, the calculation of the Estimated Payment Obligations by the Required Consenting Noteholders shall be final and binding on the Parties with respect to this Section 8(o). The Stone Parties shall provide such assistance in good faith as reasonably requested by the Consenting Noteholders in the calculation of the Estimated Payment Obligations." 3. Amendment to Section 11. Clause (ii) of Section 11 of the Restructuring Support Agreement be, and it hereby is, amended and restated in its entirety to read: "the Restructuring Transactions are not consummated in accordance with this Agreement and the Term Sheet by the one-hundredth (100th) calendar day after the Petition Date, as such date may be extended from time to time upon written notice by the Required Consenting Noteholders to the Company to such later date as indicated thereby; or" 4. Amendment to Schedule 1. The first paragraph (paragraph (a)) of Schedule 1 of the Restructuring Support Agreement be, and it hereby is, amended and restated in its entirety to read: "the Stone Parties shall commence the solicitation in respect of the Plan, no later than November 10, 2016;" 2 5. Miscellaneous. a. Sections 15 (Fees and Expenses), 16 (Consents and Acknowledgments), 18 (Survival of Agreement), 19 (Settlement), 20 (Relationship Among Parties), 21 (Specific Performance), 22 (Governing Law and Consent to Jurisdiction and Venue), 23 (WAIVER OF RIGHT TO TRIAL BY JURY), 24 (Successors and Assigns), 25 (No Third-Party Beneficiaries), 26 (Notices), 28 (Amendments), 29 (Reservation of Rights), 30 (Counterparts), 31 (Public Disclosure), 32 (Creditors' Committee), 33 (Severability), 35 (Time Periods), 36 (Headings), 37 (Interpretation) and 38 (Remedies Cumulative; No Waiver) be, and each of them hereby is, incorporated by reference, mutatis mutandis, as if such provisions were set forth fully herein. b. This Amendment, together with the Restructuring Support Agreement as amended hereby, constitute the complete and exclusive statement of agreement among the Stone Parties and the Consenting Noteholders with respect to the subject matter hereof and thereof, and supersede all prior written and oral statements by and among the Stone Parties and the Consenting Noteholders or any of them. c. Except as specifically amended hereby, the Restructuring Support Agreement shall remain in full force and effect. View More

Amendment to Section. Section 1 of the Employment Agreement shall be deleted in its entirety and replaced with the following: "1. Employment Period. The Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions hereinafter set forth. Subject to termination as provided herein, the initial term of Executive's employment hereunder shall continue through August 31, 2014 (the "Initial Term"). Upon expiration of the Initial Term and each Renewal Term, this Agreement will... automatically renew for subsequent one (1) year terms (each a "Renewal Term") until such time that Executive's employment is terminated in accordance with this Agreement. The Initial Term and each subsequent Renewal Term are referred to collectively as the "Employment Period". Executive and the Company acknowledge that, except as may otherwise be provided by this Agreement or under any other written agreement between Executive and the Company, the employment of Executive by the Company is "at will" and Executive's employment may be terminated by either Executive or the Company at any time for any reason, or no reason. View More

Amendment to Section. Section 1.15 of the Agreement is hereby amended in its entirety as follows: 1.15Mandatory Paydown of Term Advance B. Borrowers agree to pay to Lender the outstanding principal amount of Term Advance B on the Paydown Date.

Amendment to Section. The first sentence of Section 2.6(b) of the Agreement is hereby deleted and substituted therefore is the following: "The Parties hereby confirm, covenant and agree to treat the Partnership Merger, for all income tax purposes, as a contribution of assets by the Company Operating Partnership to the Sutherland Operating Partnership in return for Sutherland OP Units, followed by a liquidation of the Company Operating Partnership and a distribution of the Sutherland OP Units held by the Company... Operating Partnership to the holders of the Company OP Units." SECTION 2. Reference to and Effect in the Agreement. (a) Upon the effectiveness of this Amendment, each reference in the Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Agreement shall mean and be a reference to the Agreement as amended hereby. (b) Except as specifically amended herein, the Agreement shall continue to be in full force and effect and are hereby in all respects ratified and confirmed, and the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under the Agreement. SECTION 3. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy, electronic delivery or otherwise) to the other Parties. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail in "portable document form" ("pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature. SECTION 4. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving effect to its conflicts of laws principles (whether the State of Maryland or any other jurisdiction that would cause the application of the Laws of any jurisdiction other than the State of Maryland). View More

Amendment to Section. The Parties hereby agree to extend the term of the Agreement to the earlier of a) the date on which the Commercial Agreement becomes effective, or b) March 31, 2016, unless earlier terminated pursuant to Section 14 of the Agreement. Any further extensions of the term shall be mutually agreed by the Parties.

Amendment to Section. Section 1.1 (Definitions) of the Private Placement Agreement is hereby amended by substituting the definition of the term of Phase Two Party Outside Date with the following: "Phase Two Party Outside Date" means the date that is December 30, 2016 and by which the relevant party has executed this Agreement or a Joinder Agreement.