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, Section the Effective Date, the Purchase Agreement is hereby amended as follows: i.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 Ag...reement shall terminate in accordance with the provisions hereof or by operation of law. following: "Maturity Date" means April 5, 2021. 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: 1.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; 2.a copy of this Amendment duly executed by each of the parties hereto; 3.a copy of (i) the Amendment Number Thirteen to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof, (ii) the Amendment Number Eight to the Second Amended and Restated Pricing Side Letter to the Master Repurchase Agreement, dated as of the date hereof (the "Amendment No. 8"), (iii) the Amendment Number Sixteen to the Loan and Security Agreement, dated as of the date hereof and (iv) the Third Amended and Restated Loan and Security Agreement Pricing Side Letter, dated as the date hereof, in each case duly executed by each of the parties thereto; 4.the first installment of the Renewal Fee (as defined in the Amendment No. 8); and 5.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, 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 Agree...ment 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, 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 April 5, 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 andAgent 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 Seventeen to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of the date hereof and (ii) the Amendment Number Thirteen to the Loan and Security Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; and (d)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 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, Section the Effective Date, the Purchase Agreement is hereby amended as follows: (a)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 A...greement shall terminate in accordance with the provisions hereof or by operation of law. following: "Maturity Date" means April 5, 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 Ten to the Second Amended and Restated Master Repurchase Agreement, dated as of the date hereof and (ii) the Amendment Number Thirteen to the Loan and Security Agreement, dated as of the date hereof, in each case duly executed by each of the parties thereto; and (d)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, the Effective Date, the Agreement is hereby amended as follows: (a) Section 1 10(j) of the Agreement is hereby amended by deleting the definition of "Expiration Date" it in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": (j) Seller's Tangible Net Worth shall not be less than [***] provided, that Seller's Tangible Net Worth shall increase on April 1, 2016, by the product of (A) [***] and (B) an amo...unt equal to the excess of the Net Income of Seller from the prior fiscal year over Tax Distributions related to such fiscal year (to the extent that such Tax Distributions did not reduce the amount of Net Income of Seller). In making the calculations of Net Income for the purpose set forth in the preceding sentence, "earn out" payments to sellers of assets or stock to Seller in connection with any acquisition or other investment shall be treated as an expense of Seller. The earliest ratio of (i) May Seller's Total Liabilities to Tangible Net Worth shall not at any time be greater than [***]. Seller's Liquidity shall not at any time be less than [***]. Seller shall at all times report pre-tax Net Income, on a quarterly basis, (minus to the extent not already deducted in calculating net income for the related quarter, an amount equal to distributions described in clause (b) of the definition of Permitted Distributions made by the Seller during the related quarter), in an amount greater than $0; provided, that for the fourth quarter ending on December 31, 2019, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which this Agreement 2015, Seller shall terminate be permitted to report a net loss, as determined in accordance with the provisions hereof or by operation GAAP, of law. up to [***]. 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 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. 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement. SECTION 5. 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. 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 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. 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. 7. 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. 8. 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 the date hereof (the "Effective Date"), the Agreement is hereby amended as follows: (a) Paragraph 2 of the Agreement is hereby amended by deleting the definition of "Expiration Date" "Pricing Side Letter" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest "Pricing Side Letter" shall mean that certain Tenth Amended and Restated Pricing Side Letter, dated as of (i) May 31, 201...9, (ii) at Purchaser's option, upon November 2, 2018, by and between Buyer and Seller, as the occurrence of an Event of Default, and (iii) the date on which this Agreement shall terminate in accordance with the provisions hereof same may be amended, restated, supplemented or by operation of law. SECTION otherwise modified from time to time. 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 out of pocket expenses incurred by Purchaser Buyer in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser Buyer incurred in connection with this Amendment, in accordance with Section 22(a) Paragraph 23(b) 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 Buyer to execute and deliver this Amendment, Seller hereby represents to Purchaser Buyer 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. View More
Amendment. Effective as of March 20, August 27, 2019, Section 1 of the Agreement is hereby amended by deleting the definition of "Expiration Date" "Total Liabilities" in its entirety and replacing it with the following (modified text underlined for review purposes): "Expiration Date": The earliest "Total Liabilities": As of (i) May 31, 2019, (ii) at Purchaser's option, upon any date of determination, the occurrence sum of an Event (a) the total liabilities of Default, and (iii) the Seller on any given date...on which this Agreement shall terminate of determination, to be determined in accordance with GAAP consistent with those applied in the provisions hereof preparation of Seller's financial statements, plus (b) to the extent not already included under GAAP, the total aggregate outstanding amount owed by Seller under any purchase, repurchase, refinance or by operation of law. other similar credit arrangements, plus (c) to the extent not already included under GAAP, any "off balance sheet" purchase, repurchase, refinance or other similar credit arrangements (excluding any "off balance sheet" arrangements that are treated as true sale for legal and accounting purposes) minus (d) non-recourse debt. 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 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. 3. Defined Terms. Any terms capitalized but not otherwise defined herein should have the respective meanings set forth in the Agreement. SECTION 5. 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. 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 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. 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. 7. 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. 8. 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 10, 2020, the Agreement is hereby amended as follows: (a) 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": "‘Expiration Date': The earliest of (i) May 31, 2019, September 30, 2020, (ii) at Purchaser's option, upon the occurrence of an Event of Default, and (iii) the date on which this Agreement shal...l terminate in accordance with the provisions hereof or by operation of law. law.'" SECTION 2. Condition Precedent. As a condition precedent to the effectiveness of this Amendment, Seller shall remit to Purchaser a pro-rated facility fee 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, Counterparts. This Amendment No. 14 and for other purposes, any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a "Communication") may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record. This Amendment No. 14 may be executed simultaneously in any number of counterparts. Each as many counterparts as necessary or convenient, including both paper and electronic counterparts, but each counterpart shall be deemed to be an original, original and all such counterparts shall constitute one and the same instrument. The parties intend that faxed agreement. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by Purchaser of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Electronic Signatures and facsimile 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. deemed valid and binding to the same extent as the original. For purposes hereof, "Electronic Record" and "Electronic Signature" shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time. View More
Amendment. The Agreement is hereby amended as follows: (a) Effective June 1, 2018, Section 10(j) of the Agreement is hereby amended by deleting the second sentence thereof in its entirety and replacing it with the following (modified text underlined for review purposes): The ratio of Seller's Total Liabilities to Tangible Net Worth shall not at any time be greater than [***]. (b) Effective July 12, 2018, the Agreement is hereby amended as follows: (i) Section 10(j) of March 20, 2019, the Agreement is hereb...y amended by deleting the fourth sentence thereof in its entirety and replacing it with the following (modified text underlined for review purposes): Seller shall report (i) with respect to the calendar quarter ending on June 30, 2018, a pre-tax net loss, as determined in accordance with GAAP, equal to or less than [***] and (ii) with respect to each calendar quarter thereafter, positive pre-tax Net Income, on a quarterly basis. (ii) 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 earlier of (i) May 31, 2019, September 11, 2018, (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 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. 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
