Amendment Clause Example with 29 Variations from Business Contracts
This page contains Amendment clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Amendment. Effective as of March 20, 2019, Section 1 of the Agreement is hereby amended by deleting the definition of "Expiration 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. SECTION 2. Condition Prece...dent. 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 in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with Section 22(a) of the Agreement. SECTION 4. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement. SECTION 5. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment 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
Variations of a "Amendment" Clause from Business Contracts
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 thi...s 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, April 30, 2018 (the "Amendment Effective Date"), the definition of Termination Date in Section 1 1.01 of the Agreement is hereby amended by deleting the definition of "Expiration Date" to read 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 as follows: "Termination Date" shall... mean July 13, 2018 or such earlier date on which this Repurchase 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, Seller Effectiveness. This Amendment Number Four shall remit to Purchaser a pro-rated facility fee attributable to the extension become effective as of the Expiration Date (the "Additional Facility Fee"). The Additional Facility Fee date that the Agent shall be deemed due, earned and payable in full on the date hereof. Upon early termination have received counterparts hereof duly executed by each of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. parties hereto. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser Buyer and Agent all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer or Agent in connection with this Amendment, including Amendment Number Four (including all reasonable fees and out of pocket costs and expenses of the Buyer's or Agent's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) Sections 13.04 and 13.06 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Buyer and Agent 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 Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement. Agreement or any other Repurchase Document. SECTION 5. Binding Effect: Governing Law. THIS AMENDMENT NUMBER FOUR SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT NUMBER FOUR 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 Four 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. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. 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 Four 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 1, 2019 (the "Amendment Effective Date"), the definition of Termination Date in Section 1 1.01 of the Agreement is hereby amended by deleting the definition of "Expiration Date" to read 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 as follows: "Termination Date" shall m...ean September 10, 2019 or such earlier date on which this Repurchase Agreement shall terminate in accordance with the provisions hereof or by operation of law. SECTION 2. Condition Precedent. As a condition precedent Effectiveness. This Amendment Number Seven shall become effective as of the date that the Agent shall have received: (a) counterparts hereof duly executed by each of the parties hereto, and (b) counterparts of that certain Amendment Number Seven to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension Pricing Side Letter, dated as 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 hereof, duly executed by each of the Agreement, no portion of the Additional Facility Fee will be refunded to the Seller. parties thereto. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser Buyer and Agent all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer or Agent in connection with this Amendment, including Amendment Number Seven (including all reasonable fees and out of pocket costs and expenses of the Buyer's or Agent's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) Sections 13.04 and 13.06 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Buyer and Agent 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 Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement. Agreement or any other Repurchase Document. SECTION 5. Binding Effect; Governing Law. THIS AMENDMENT NUMBER SEVEN SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT NUMBER SEVEN 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 Seven 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. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. 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 Seven 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, 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 foll...owing: "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, Section 1 of the date hereof, the Agreement is hereby amended by deleting Schedule 5 of the definition of "Expiration Date" Agreement 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 ope...ration of law. Exhibit A hereto. 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 Buyer all fees and reasonable out of pocket costs and expenses incurred by Purchaser Buyer in connection with this Amendment, including Amendment (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 3. Representations. Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. SECTION 4. Defined Terms. Any terms capitalized but not otherwise defined herein should have Binding Effect; Governing Law. This Amendment shall be binding on and inure to the benefit of the parties hereto and their respective meanings set forth in the Agreement. successors and permitted assigns. THIS AMENDMENT 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 5. Counterparts. This Amendment 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 6. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment 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, the Amendment Effective Date, Section 1 2(a) of the Agreement is hereby amended by deleting the definition of "Expiration "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 August 10, 2018. SECTION 2. Condition Precedent. Precedent; Effectiveness. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension Agent on behalf of the Expiration Date Purchaser shall have received from Seller an extension fee in an amount equal to $[***] (the "Additional Facility Fee"). "Third 2018 Extension Fee") in immediately available funds, and without deduction, set-off or counterclaim in accordance with Barclays' Wire Instructions no later than the Amendment Effective Date. The Additional Facility Third 2018 Extension Fee shall be deemed due, non-refundable and fully earned and payable in full on the date hereof. Upon early termination Amendment Effective Date. In addition, as a condition precedent to the effectiveness of this Amendment, the Agent, on behalf of the Agreement, no portion Purchaser, shall have received counterparts hereof duly executed by each of the Additional Facility Fee will be refunded to the Seller. parties hereto. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and the reasonable out of pocket costs and expenses incurred by the Agent and the Purchaser in connection with this Amendment, including Amendment (including all reasonable fees and out of pocket costs and expenses of the Purchaser's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) 23 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Purchaser and the Agent that as of the date hereof and taking into account the terms capitalized but not otherwise defined herein should have of this Amendment, Seller is in compliance in all material respects with the respective meanings set forth in terms and conditions of the Agreement. Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. SECTION 5. Binding Effect; Governing Law. THIS AMENDMENT SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT 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 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 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, the Amendment Effective Date, Section 1 2(a) of the Agreement is hereby amended by deleting the definition of "Expiration "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 July 11, 2018. SECTION 2. Condition Precedent. Precedent; Effectiveness. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension Agent on behalf of the Expiration Date Purchaser shall have received from Seller an extension fee in an amount equal to $[***] (the "Additional Facility Fee"). "Second 2018 Extension Fee") in immediately available funds, and without deduction, set-off or counterclaim in accordance with Barclays' Wire Instructions no later than the Amendment Effective Date. The Additional Facility Second 2018 Extension Fee shall be deemed due, non-refundable and fully earned and payable in full on the date hereof. Upon early termination Amendment Effective Date. In addition, as a condition precedent to the effectiveness of this Amendment, the Agent, on behalf of the Agreement, no portion Purchaser, shall have received counterparts hereof duly executed by each of the Additional Facility Fee will be refunded to the Seller. parties hereto. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and the reasonable out of pocket costs and expenses incurred by the Agent and the Purchaser in connection with this Amendment, including Amendment (including all reasonable fees and out of pocket costs and expenses of the Purchaser's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) 23 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Purchaser and the Agent that as of the date hereof and taking into account the terms capitalized but not otherwise defined herein should have of this Amendment, Seller is in compliance in all material respects with the respective meanings set forth in terms and conditions of the Agreement. Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. SECTION 5. Binding Effect; Governing Law. THIS AMENDMENT SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT 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 WHICH SHALL GOVERN). SECTION 6. Counterparts. This Amendment 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 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, the Amendment Effective Date, Section 1 2(a) of the Agreement is hereby amended by deleting the definition of "Expiration "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 June 11, 2018. SECTION 2. Condition Precedent. Precedent; Effectiveness. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee attributable to the extension Agent on behalf of the Expiration Date Purchaser shall have received from Seller an extension fee in an amount equal to $[***] (the "Additional Facility Fee"). "2018 Extension Fee") in immediately available funds, and without deduction, set-off or counterclaim in accordance with Barclays' Wire Instructions no later than the Amendment Effective Date. The Additional Facility 2018 Extension Fee shall be deemed due, non-refundable and fully earned and payable in full on the date hereof. Upon early termination Amendment Effective Date. In addition, as a condition precedent to the effectiveness of this Amendment, the Agent, on behalf of the Agreement, no portion Purchaser, shall have received counterparts hereof duly executed by each of the Additional Facility Fee will be refunded to the Seller. parties hereto. SECTION 3. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and the reasonable out of pocket costs and expenses incurred by the Agent and the Purchaser in connection with this Amendment, including Amendment (including all reasonable fees and out of pocket costs and expenses of the Purchaser's legal counsel to Purchaser incurred in connection with this Amendment, counsel) in accordance with Section 22(a) 23 of the Agreement. SECTION 4. Defined Terms. Any Representations. Seller hereby represents to Purchaser and the Agent that as of the date hereof and taking into account the terms capitalized but not otherwise defined herein should have of this Amendment, Seller is in compliance in all material respects with the respective meanings set forth in terms and conditions of the Agreement. Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. SECTION 5. Binding Effect; Governing Law. THIS AMENDMENT SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT 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 WHICH SHALL GOVERN). SECTION 6. Counterparts. This Amendment 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 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, June 18, 2020 (the "Effective Date"), the Agreement is hereby amended as follows: (a) Section 1 of the Agreement is hereby amended by deleting adding the following new definition in appropriate alphabetical order: "Assignment of "Expiration Date" Hedge": The assignment by Seller to Purchaser of Seller's rights under a TBA trade in respect of a Mortgage Loan, in the form of trade assignment promulgated by SIFMA, which can be found at: https://www.sifma.org/wp-conte...nt/uploads/2017/08/Trade_Assignment_Agreement2003.pdf (b) Section 9(b)(ix) of the Agreement is hereby deleted in its entirety and replacing it replaced with the following (modified text revised Section (with the new language underlined for review purposes): "Expiration Date": The earliest ease of (i) May 31, 2019, (ii) at Purchaser's option, upon review): "(ix) Such Mortgage Loan (x) is eligible, in all respects, to be pooled in a FHMLC Security, FNMA Security or GNMA Security, as the occurrence case may be, and is scheduled to be securitized within forty-five (45) days of an Event the related Purchase Date hereunder, (y) satisfies the requirements of Default, the Agency Guides and (iii) the date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law. SECTION 2. Condition Precedent. As if such Mortgage Loan is subject to a condition precedent Pre-Formation Participation Certificate, it is scheduled to be sold to the effectiveness relevant Takeout Investor within ten (10) Business Days of this Amendment, Seller the related Purchase Date hereunder, and (z) such Mortgage Loan is subject to a hedge, and such hedge shall remit be assigned to Purchaser a pro-rated facility fee attributable to the extension under an Assignment 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. Hedge;" Section 2. Fees and Expenses. The Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with Section 22(a) 21(a) of the Agreement. SECTION 4. Section 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement. SECTION 5. Section 4. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment 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. Section 5. 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 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. Section 6. 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. Section 7. 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. Section 8. Electronic Signatures. The parties agree that this Amendment may be executed and delivered by electronic signatures and that the signatures appearing on this Amendment are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. View More
Amendment. Effective as of March 20, 2019, the Effective Date, the Repurchase Agreement is hereby amended as follows: (a) Section 1 2(a) of the Repurchase 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) 23(a) of the Repurchase Agreement. SECTION 4. 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Repurchase 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 Sixteen to the Mortgage Loan Participation Purchase and Sale 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 or Agent on or prior to the date hereof. SECTION 5. Limited Effect. Except as amended hereby, the Repurchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Repurchase 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 Repurchase Agreement, any reference in any of such items to the Repurchase Agreement being sufficient to refer to the Repurchase 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 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 and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York ofNew York, without regard to any conflicts principles of law provisions (except for Section conflict of laws (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law) and the obligations, rights and remedies of the parties hereunder Law which shall be determined in accordance with the laws of the State of New York, except to the extent preempted by federal law. 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
