Amendment Contract Clauses (38,106)

Amendment. Any Amendment Subject to the terms of Section 17 of the Plan, any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall will adversely affect the rights of the Grantee under this Agreement without the Grantee's consent. 17.Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any... provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable. View More

Amendment. Any Amendment amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall materially adversely affect the Optionee's rights with respect to the Option without the Optionee's consent and the Optionee's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 10D of the Grantee under this Agreement without the Grantee's... consent. Exchange Act. View More

Amendment. Any Amendment amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that (a) no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent. written consent, and (b) the Grantee's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or Section 10D of the Act.

Amendment. Any Amendment Subject to the terms of Section 17 of the Plan, any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall will adversely affect the rights of the Grantee under this Agreement without the Grantee's consent. 17.Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any... provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable. View More

Amendment. Any Amendment amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall materially adversely affect the Optionee's rights with respect to the Option without the Optionee's consent and the Optionee's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 10D of the Grantee under this Agreement without the Grantee's... consent. Exchange Act. View More

Amendment. Any Amendment amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that (a) no amendment shall adversely affect the rights of the Grantee under this Agreement without the Grantee's consent. written consent, and (b) the Grantee's consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the Code or Section 10D of the Act.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly an expressly authorized representative of the Company.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company. Company (which shall not include the Executive) with Board approval.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive Employee and by a duly an expressly authorized representative of the Company.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly an expressly authorized representative of the Company.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company. Company (which shall not include the Executive) with Board approval.

Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive Employee and by a duly an expressly authorized representative of the Company.

Amendment. Effective as of March 20, 2019, Section the Effective Date, the Purchase Agreement is hereby amended as follows:Section 1 of the Purchase Agreement is hereby amended by deleting the definition of "Expiration defined term "Maturity Date" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which this... Agreement shall terminate in accordance with the provisions hereof or by operation of law. following: "Maturity Date" means March 29, 2019. SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension of the Expiration Date (the "Additional Facility Fee"). The Additional Facility Fee shall be deemed due, earned and payable in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser and Agent in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser and Agent incurred in connection with this Amendment, in accordance with Section 22(a) 21 of the Purchase Agreement. SECTION 4. 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Purchase Agreement. SECTION 4. Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the "Effective Date") when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: (a)all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b)a copy of this Amendment duly executed by each of the parties hereto; (c)a copy of (i) the Amendment Number Nine to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (ii) the Amendment Number Five to Second Amended and Restated Pricing Side Letter ("Amendment No. 5"), (iii) the Amendment Number Twelve to the Loan and Security Agreement, dated as of the date hereof and (iv) the Amendment Number Nine to the Mortgage Loan Participation Purchase and Sale Agreement Pricing Side Letter, in each case duly executed by each of the parties thereto; (d)the payment of the Extension Fee (as defined in Amendment No. 5); and (e)any other documents reasonably requested by Purchaser on or prior to the date hereof. SECTION 5. Limited Effect. Except as amended hereby, the Purchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Purchase Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Purchase Agreement, any reference in any of such items to the Purchase Agreement being sufficient to refer to the Purchase Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser and Agent to execute and deliver this Amendment, Seller hereby represents to Purchaser and Agent that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default default or Event event of Default or servicing termination event (as described in Section 6(f) of the Agreement) default has occurred and is continuing under the Program Documents. Documents, and (iii) no Servicing Termination Event has occurred and is continuing under the Purchase Agreement. SECTION 7. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with governed by the laws of the State of New York, except without regard to principles of conflict of laws (other than Sections 5-1401 and 5-1402 of the extent preempted by federal law. New York General Obligations Law which shall be applicable). SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More

Amendment. Effective as of March 20, 2019, June 16, 2014 (the "Amendment Effective Date"), but subject to the condition precedent set forth in Section 1 2 below, Section 2 of the Agreement is hereby amended by deleting the definition of "Expiration "Termination Date" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the following: "Termination Date" shall mean June 15, 2015, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law. SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment, Amendment Number Three, Seller shall remit have paid to Purchaser a pro-rated facility fee attributable to Buyer (i) the extension May 2014 Extension Commitment Fee and (ii) the first installment of the Expiration Date (the "Additional Facility Fee"). The Additional Facility June 2014 Renewal Commitment Fee shall be deemed due, earned and payable (each as defined in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. Pricing Side Letter). SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser Buyer all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer in connection with this Amendment, including Amendment Number Three (including all reasonable fees and out of pocket costs and expenses of the Buyer's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) Sections 23 and 25 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms capitalized but not otherwise defined herein should have and conditions of the respective meanings set forth in Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement. Agreement or any other Program Document. SECTION 5. Binding Effect; Governing Law. This Amendment Number Three shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER THREE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). SECTION 6. Counterparts. This Amendment Number Three may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Three need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. SECTION 7. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law. SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More

Amendment. Effective as of March 20, 2019, July 19, 2019 (the "Amendment Effective Date"), the Agreement is hereby amended as follows: (a) Section 1 2 of the Agreement is hereby amended by deleting the definition of "Expiration Date" "Uncommitted Amount" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which... this Agreement following: "Uncommitted Amount" shall terminate in accordance with the provisions hereof or by operation of law. mean $[***]. SECTION 2. Condition Precedent. As a condition precedent to Defined Terms. Any terms capitalized but not otherwise defined herein shall have the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to respective meanings set forth in the extension of the Expiration Date (the "Additional Facility Fee"). The Additional Facility Fee shall be deemed due, earned and payable in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. Agreement. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser Buyer all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer in connection with this Amendment, including Amendment Number One (including all reasonable fees and out of pocket costs and expenses of the Buyer's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) Sections 23 and 25 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Buyer that as of the date hereof, the Seller is in full compliance with all of the terms capitalized but not otherwise defined herein should have and conditions of the respective meanings set forth in Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement. Agreement or any other Program Document. SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN). SECTION 6. Counterparts. This Amendment Number One may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number One need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. SECTION 7. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law. SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More

Amendment. Effective as of March 20, 2019, Section the Effective Date, the Purchase Agreement is hereby amended as follows:Section 1 of the Purchase Agreement is hereby amended by deleting the definition of "Expiration defined term "Maturity Date" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which this... Agreement shall terminate in accordance with the provisions hereof or by operation of law. following: "Maturity Date" means March 29, 2019. SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension of the Expiration Date (the "Additional Facility Fee"). The Additional Facility Fee shall be deemed due, earned and payable in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser and Agent in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser and Agent incurred in connection with this Amendment, in accordance with Section 22(a) 21 of the Purchase Agreement. SECTION 4. 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Purchase Agreement. SECTION 4. Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the day (the "Effective Date") when Seller shall have paid or delivered, as applicable, to Purchaser all of the following fees, expenses, documents and instruments, each of which shall be in form and substance acceptable to Purchaser: (a)all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (b)a copy of this Amendment duly executed by each of the parties hereto; (c)a copy of (i) the Amendment Number Nine to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (ii) the Amendment Number Five to Second Amended and Restated Pricing Side Letter ("Amendment No. 5"), (iii) the Amendment Number Twelve to the Loan and Security Agreement, dated as of the date hereof and (iv) the Amendment Number Nine to the Mortgage Loan Participation Purchase and Sale Agreement Pricing Side Letter, in each case duly executed by each of the parties thereto; (d)the payment of the Extension Fee (as defined in Amendment No. 5); and (e)any other documents reasonably requested by Purchaser on or prior to the date hereof. SECTION 5. Limited Effect. Except as amended hereby, the Purchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Purchase Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Purchase Agreement, any reference in any of such items to the Purchase Agreement being sufficient to refer to the Purchase Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser and Agent to execute and deliver this Amendment, Seller hereby represents to Purchaser and Agent that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default default or Event event of Default or servicing termination event (as described in Section 6(f) of the Agreement) default has occurred and is continuing under the Program Documents. Documents, and (iii) no Servicing Termination Event has occurred and is continuing under the Purchase Agreement. SECTION 7. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with governed by the laws of the State of New York, except without regard to principles of conflict of laws (other than Sections 5-1401 and 5-1402 of the extent preempted by federal law. New York General Obligations Law which shall be applicable). SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More

Amendment. Effective as of March 20, 2019, June 16, 2014 (the "Amendment Effective Date"), but subject to the condition precedent set forth in Section 1 2 below, Section 2 of the Agreement is hereby amended by deleting the definition of "Expiration "Termination Date" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the following: "Termination Date" shall mean June 15, 2015, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law. SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment, Amendment Number Three, Seller shall remit have paid to Purchaser a pro-rated facility fee attributable to Buyer (i) the extension May 2014 Extension Commitment Fee and (ii) the first installment of the Expiration Date (the "Additional Facility Fee"). The Additional Facility June 2014 Renewal Commitment Fee shall be deemed due, earned and payable (each as defined in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. Pricing Side Letter). SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser Buyer all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer in connection with this Amendment, including Amendment Number Three (including all reasonable fees and out of pocket costs and expenses of the Buyer's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) Sections 23 and 25 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms capitalized but not otherwise defined herein should have and conditions of the respective meanings set forth in Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement. Agreement or any other Program Document. SECTION 5. Binding Effect; Governing Law. This Amendment Number Three shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER THREE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). SECTION 6. Counterparts. This Amendment Number Three may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Three need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. SECTION 7. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law. SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More

Amendment. Effective as of March 20, 2019, July 19, 2019 (the "Amendment Effective Date"), the Agreement is hereby amended as follows: (a) Section 1 2 of the Agreement is hereby amended by deleting the definition of "Expiration Date" "Uncommitted Amount" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest of (i) May 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which... this Agreement following: "Uncommitted Amount" shall terminate in accordance with the provisions hereof or by operation of law. mean $[***]. SECTION 2. Condition Precedent. As a condition precedent to Defined Terms. Any terms capitalized but not otherwise defined herein shall have the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to respective meanings set forth in the extension of the Expiration Date (the "Additional Facility Fee"). The Additional Facility Fee shall be deemed due, earned and payable in full on the date hereof. Upon early termination of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. Agreement. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser Buyer all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer in connection with this Amendment, including Amendment Number One (including all reasonable fees and out of pocket costs and expenses of the Buyer's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) Sections 23 and 25 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Buyer that as of the date hereof, the Seller is in full compliance with all of the terms capitalized but not otherwise defined herein should have and conditions of the respective meanings set forth in Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement. Agreement or any other Program Document. SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN). SECTION 6. Counterparts. This Amendment Number One may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number One need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. SECTION 6. Representations. In order to induce Purchaser to execute and deliver this Amendment, Seller hereby represents to Purchaser that as of the date hereof, after giving effect to this Amendment, (i) Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no Potential Default or Event of Default or servicing termination event (as described in Section 6(f) of the Agreement) has occurred and is continuing under the Program Documents. SECTION 7. Governing Law. This Amendment shall be construed in accordance with the laws of the State of New York without regard to any conflicts of law provisions (except for Section 5-1401 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law. SECTION 8. Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. SECTION 9. Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. View More

Amendment. The Credit As of the date of this letter agreement, the Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Credit Agreement attached as Exhibit Appendix A hereto.

Amendment. The Credit Each party hereto agrees that, effective on the Amendment Effective Date, the Existing Agreement is hereby shall be amended as follows: (a) Each party hereto agrees that, effective on the Amendment Effective Date, the Existing Agreement shall be amended (i) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined... text) as set forth on in the pages of the Credit Existing Agreement attached as Exhibit A Annex I hereto. View More

Amendment. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Credit Agreement attached as Exhibit THE CREDIT AGREEMENT IS HEREBY AMENDED TO (A) DELETE THE RED OR GREEN STRICKEN TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLES:... STRICKEN TEXT AND STRICKEN TEXT); AND (B) TO ADD THE BLUE OR GREEN DOUBLE-UNDERLINED TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLES: DOUBLE-UNDERLINED TEXT AND DOUBLE-UNDERLINED TEXT), IN EACH CASE, AS SET FORTH IN THE MARKED COPY OF THE CREDIT AGREEMENT ATTACHED AS ANNEX I HERETO AND MADE A hereto. PART HEREOF FOR ALL PURPOSES. View More

Amendment. The Credit As of the date of this letter agreement, the Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example: bold and double-underlined text) as set forth on the pages of the Credit Agreement attached as Exhibit Appendix A hereto.

Amendment. The Credit Each party hereto agrees that, effective on the Amendment Effective Date, the Existing Agreement is hereby shall be amended as follows: (a) Each party hereto agrees that, effective on the Amendment Effective Date, the Existing Agreement shall be amended (i) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined... text) as set forth on in the pages of the Credit Existing Agreement attached as Exhibit A Annex I hereto. View More

Amendment. The Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth on the pages of the Credit Agreement attached as Exhibit THE CREDIT AGREEMENT IS HEREBY AMENDED TO (A) DELETE THE RED OR GREEN STRICKEN TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLES:... STRICKEN TEXT AND STRICKEN TEXT); AND (B) TO ADD THE BLUE OR GREEN DOUBLE-UNDERLINED TEXT (INDICATED TEXTUALLY IN THE SAME MANNER AS THE FOLLOWING EXAMPLES: DOUBLE-UNDERLINED TEXT AND DOUBLE-UNDERLINED TEXT), IN EACH CASE, AS SET FORTH IN THE MARKED COPY OF THE CREDIT AGREEMENT ATTACHED AS ANNEX I HERETO AND MADE A hereto. PART HEREOF FOR ALL PURPOSES. View More

Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise... expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More

Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise... expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More

Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise... expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More

Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise... expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More

Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise... expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More

Amendment. This Restricted Stock Unit Award Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Restricted Stock Unit Award Agreement may be amended solely by the Board by a writing which specifically states that it is amending this Restricted Stock Unit Award Agreement, so long as a copy of such amendment is delivered to you, and provided that, except as otherwise... expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions of this Restricted Stock Unit Award Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall will be applicable only to rights relating to that portion of the Award which is then subject to restrictions as provided herein. View More