Definitions Clause Example with 11 Variations from Business Contracts
This page contains Definitions 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.
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" in its entirety and replacing it with the following: "Termination Date" means the earlier of (a) December 15, 2015, and (b) the date of the occurrence of an Event of Default. SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 Delivered... Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 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. 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 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby.View More
Variations of a "Definitions" Clause from Business Contracts
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by: 1.1 deleting the definitions of "Aged Loan", "Aged 30 Day Loan" and "Aged 60 Day Loan" in their entirety and replacing them with the following: "Aged Loan" means, other than with respect to GNMA Loans and Pooled Mortgage Loans, an Aged 30 Day Loan, an Aged 60 Day Loan or an Aged 270 Day Loan. "Aged 30 Day Loan" means a Mortgage Loan (other than a Jumbo Mortgage Loan) which has been subject to one or more Transactions hereunder ...for a period of greater than 30 days but not greater than 60 days. 1 "Aged 60 Day Loan" means a Mortgage Loan (other than a Jumbo Mortgage Loan) which has been subject to one or more Transactions hereunder for a period of greater than 60 days but not greater than 90 days 1.2 adding the following definitions in their proper alphabetical order: "Aged 270 Day Loan" means a Jumbo Mortgage Loan which has been subject to one or more Transactions hereunder for a period of greater than 90 days but not greater than 270 days. "Aging Limit" means (i) with respect to Purchased Mortgage Loans other than Aged Loans and GNMA Loans, 30 days, (ii) with respect to Aged 30 Day Loans, 60 days, (iii) with respect to Aged 60 Day Loans, 90 days, and (iv) with respect to Aged 270 Day Loans, 270 days. SECTION 2. Covenants. Section 14(dd) of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" clause (5) in its entirety and replacing it with the following: "Termination Date" means the earlier of (a) December 15, 2015, and (b) the date (5) Additional Warehouse Line. The Seller shall maintain one or more additional warehouse or repurchase facilities in order to finance mortgage loans in an aggregate amount at least equal to 55% of the occurrence of an Event of Default. Maximum Committed Purchase Price. SECTION 2. 3. Conditions Precedent. This Amendment shall become effective as of the date hereof May 19, 2014 (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; Guarantor; (b) Amendment No. 4 to that certain Pricing Side Letter, dated as of the date hereof, executed and (b) delivered by duly authorized officers of the Buyer, the Seller and the Guarantor; and (c) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. 2 SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 5. 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 6. 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 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors Guarantor hereby ratify ratifies and affirm affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge acknowledges and agree agrees that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, Agreement and related Program Agreements, as amended hereby. View More
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by by: 1.1 deleting the definitions of "Aged Loan" and "Aging Limit" in their entirety and replacing them with the following: "Aged Loan" means, other than with respect to Pooled Mortgage Loans, an Aged 60 Day Loan, an Aged 90 Day Loan or an Aged 270 Day Loan. "Aging Limit" means with respect to Aged Loans other than Jumbo Mortgage Loans, 90 days, and with respect to Aged Loans that are Jumbo Mortgage Loans, 270 days. -1- 1.2 delet...ing the definition of "Termination Date" "Aged 180 Day Loan" in its entirety and all references thereto. 1.3 adding the following definition of "Aged 270 Day Loan" in its proper alphabetical order: "Aged 270 Day Loan" means a Jumbo Mortgage Loan which has been subject to a Transaction hereunder for a period of greater than 90 days but not greater than 270 days. SECTION 2. Representations and Warranties. Schedule 1 of the Existing Repurchase Agreement is hereby amended by deleting paragraph (vv) in its entirety and replacing it with the following: "Termination Date" means (vv) Aging. Such Purchased Mortgage Loan has not been subject to a Transaction hereunder for more than the earlier of (a) December 15, 2015, and (b) the date of the occurrence of an Event of Default. applicable Aging Limit. SECTION 2. 3. Conditions Precedent. This Amendment shall become effective as of the date hereof May 19, 2014 (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; (b) Amendment No. 6 to that certain Amended and (b) Restated Pricing Side Letter, dated as of the date hereof, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and (c) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. -2- SECTION 5. 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 6. 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 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby. View More
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by by: 1.1 deleting the definitions of "Aged Loan" and "Aging Limit" in their entirety and replacing them with the following: "Aged Loan" means, other than with respect to Pooled Mortgage Loans, an Aged 60 Day Loan, an Aged 90 Day Loan or an Aged 270 Day Loan. "Aging Limit" means with respect to Aged Loans other than Jumbo Mortgage Loans, 90 days, and with respect to Aged Loans that are Jumbo Mortgage Loans, 270 days. -1- 1.2 delet...ing the definition of "Termination Date" "Aged 180 Day Loan" in its entirety and replacing it with all references thereto. 1.3 adding the following: "Termination Date" following definition of "Aged 270 Day Loan" in its proper alphabetical order: "Aged 270 Day Loan" means the earlier of (a) December 15, 2015, and (b) the date of the occurrence of an Event of Default. a Jumbo Mortgage Loan which has been subject to a Transaction hereunder for a period greater than 90 days but not greater than 270 days. SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof May 19, 2014 (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller Sellers and the Guarantors; (b) Amendment No. 7 to that certain Pricing Side Letter, dated as of the date hereof, executed and delivered by duly authorized officers of the Buyer, the Sellers and the Guarantors; and (b) (c) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. Representations and Warranties. Each Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 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. 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 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE -2- STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller Sellers to Buyer under the Repurchase Agreement, as amended hereby. View More
Definitions. Section 2 1 of the Existing Repurchase Loan Agreement is hereby amended by by: 1.1 deleting the definition of "Termination Date" "Adjusted Tangible Net Worth" in its entirety and replacing it with the following: "Termination Date" means "Adjusted Tangible Net Worth" shall have the earlier meaning set forth in the Pricing Side Letter. 1.2 deleting the definitions of (a) December 15, 2015, "Required Liquidity Amount" and (b) the date of the occurrence of an Event of Default. "Required Net Worth Am...ount" in their entirety. SECTION 2. Conditions Precedent. This Amendment shall become effective as of as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 Delivered Documents. On the Amendment Effective Date, the Buyer Lender shall have received the following documents, each of which shall be satisfactory to the Buyer Lender in form and substance: (a) this Amendment, executed and delivered by the duly authorized officers of the Buyer, the Seller Lender, Borrower and the Guarantors; Guarantor; and (b) such other documents as the Buyer Lender or counsel to the Buyer Lender may reasonably request. SECTION 3. Representations and Warranties. Seller The Borrower hereby represents and warrants to the Buyer Lender that it is in compliance with all the terms and provisions set forth in the Repurchase Existing Loan Agreement on its part to be observed or performed, and that no Event of Default has occurred or and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Loan and Security Agreement. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Loan Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 5. Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 6. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, counterparts (including by facsimile or .pdf), each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 6. 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 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. Reaffirmation of Guaranty. The Guarantors Guarantor hereby ratify ratifies and affirm affirms all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge acknowledges and agree agrees that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller Borrower to Buyer Lender under the Repurchase Loan and Security Agreement, as amended hereby. View More
Definitions. Section 2 1.01 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" in its entirety and replacing it with the following: following in its proper alphabetical order: "Termination Date" means the earlier earliest of (a) December 15, 2015, 2015; and (b) the date Obligations having become immediately due and payable pursuant to Section 7.03 of the occurrence of an Event of Default. Loan Agreement. SECTION 2. Conditions Precedent. This Amendment shal...l become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 Delivered Documents. On the Amendment Effective Date, the Buyer Lender shall have received the following documents, each of which shall be satisfactory to the Buyer Lender in form and substance: (a) this Amendment, executed and delivered by the duly authorized officers of the Buyer, the Seller Lender and the Guarantors; Borrower; and (b) such other documents as the Buyer Lender or counsel to the Buyer Lender may reasonably request. SECTION 3. Representations and Warranties. Seller Borrower hereby represents and warrants to the Buyer Lender that it Borrower is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default under the Agreement has occurred or is continuing, continuing and hereby confirms and reaffirms the representations and warranties contained in Section 13 Article III of the Repurchase Agreement. SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 5. 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 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 6. Severability. Each provision and agreement herein Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be treated effective as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability delivery of any such other provision or agreement. a manually executed original counterpart of this Amendment. SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] View More
Definitions. Section 2 of the Existing Master Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" "MSR Valuation" in its entirety and replacing it with the following: "Termination Date" means "MSR Valuation" shall mean the earlier lesser of (a) December 15, 2015, and (b) (i) the date value of the occurrence mortgage servicing rights owned by the Seller as set forth in the Seller's most recent balance sheet as determined by the Seller as of an Event such date in accordance ...with generally accepted accounting principles, (ii) the Buyer's valuation of Default. such mortgage servicing rights as determined by the Buyer in its good faith discretion, or (iii) a Third Party Evaluator's valuation of such mortgage servicing rights as determined by such Third Party Evaluator; provided, that to the extend such Third Party Evaluator expresses the related valuation as a range of values, the MSR Valuation shall be deemed to be the lowest value assigned in such range. SECTION 2. Reports. Section 17(b)(5) of the Existing Master Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following: (5) Seller shall provide the market value analysis for the MSR Valuation as determined (i) internally for each monthly fiscal period and (ii) by a Third Party Evaluator for each quarterly fiscal period, in all instances as more particularly set forth in the Officer's Compliance Certificate delivered pursuant to Section 17.b (3); SECTION 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by the Guarantors and duly authorized officers of the Buyer, the Seller Buyer and the Guarantors; Seller; and (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. The Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Master Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Master Repurchase Agreement. SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Master Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. terms and the execution of this Amendment by the Buyer. SECTION 5. 6. 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 7. 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. 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 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Master Repurchase Agreement, as amended hereby. View More
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" "Maximum Combined Aggregate Purchase Price" in its entirety and replacing it with the following: "Termination Date" "Maximum Combined Aggregate Purchase Price" means SIX HUNDRED MILLION DOLLARS ($600,000,000) minus the earlier excess, if any, of (a) December 15, 2015, and the Maximum Committed Purchase Price, as such term is defined in the NPL Facility, under the NPL Facility over (b...) the date of the occurrence of an Event of Default. TWO HUNDRED FORTY-FIVE MILLION DOLLARS ($245,000,000). SECTION 2. Program Fees. 2.1 Commitment Fee. Notwithstanding anything to the contrary, Sellers shall pay to Buyer the Commitment Fee calculated based upon the definition of Maximum Combined Aggregate Purchase Price without giving effect to the amendment herein. 1 2.2 Non-Utilization Fee. For the avoidance of doubt, Sellers shall pay to Buyer the Non-Utilization Fee calculated based upon the definition of Maximum Combined Aggregate Purchase Price as amended herein, unless amended by subsequent amendment. SECTION 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller Sellers and the Guarantors; and (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. Each Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or and is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Existing Repurchase Agreement. SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. terms and the execution of this Amendment. SECTION 5. 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 6. 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 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller Sellers to Buyer under the Repurchase Agreement, as amended hereby. View More
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" "Maximum Combined Aggregate Purchase Price" in its entirety and replacing it with the following: "Termination Date" "Maximum Combined Aggregate Purchase Price" means SIX HUNDRED MILLION DOLLARS ($600,000,000) minus the earlier excess, if any, of (a) December 15, 2015, and the Maximum Committed Purchase Price, as such term is defined in the NPL Facility, under the NPL Facility over (b...) the date of the occurrence of an Event of Default. TWO HUNDRED FORTY-FIVE MILLION DOLLARS ($245,000,000). SECTION 2. Program Fees. 2.1 Commitment Fee. Notwithstanding anything to the contrary, Seller shall pay to Buyer the Commitment Fee calculated based upon the definition of Maximum Combined Aggregate Purchase Price without giving effect to the amendment herein. 1 2.2 Non-Utilization Fee. For the avoidance of doubt, Seller shall pay to Buyer the Non-Utilization Fee calculated based upon the definition of Maximum Combined Aggregate Purchase Price as amended herein, unless amended by subsequent amendment. SECTION 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. terms and the execution of this Amendment. SECTION 5. 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 6. 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 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, Agreement and related Program Agreements, as amended hereby. View More
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" "Maximum Combined Aggregate Purchase Price" in its entirety and replacing it with the following: "Termination Date" "Maximum Combined Aggregate Purchase Price" means THREE HUNDRED MILLION DOLLARS ($300,000,000). SECTION 2. Commitment Fee. For the earlier avoidance of (a) December 15, 2015, doubt, Seller shall pay to Buyer the Commitment Fee calculated from and (b) after the date here...of based upon the definition of the occurrence of an Event of Default. Maximum Combined Aggregate Purchase Price as amended herein. -1- SECTION 2. 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; (b) Amendment No. 10 to that certain Amended and (b) Restated Pricing Side Letter, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and (c) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 5. 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 6. 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 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby. View More
Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of "Termination Date" "Maximum Combined Aggregate Purchase Price" in its entirety and replacing it with the following: "Termination Date" means "Maximum Combined Aggregate Purchase Price" has the earlier meaning assigned to such term in the Pricing Side Letter. SECTION 2. Commitment Fee. For the avoidance of (a) December 15, 2015, doubt, Seller shall pay to Buyer the Commitment Fee calculated from and (b)... after the date hereof based upon the definition of the occurrence of an Event of Default. Maximum Combined Aggregate Purchase Price as amended herein. -1- SECTION 2. 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (the "Amendment Effective Date"), subject to the satisfaction of the following conditions precedent: -1- 2.1 3.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; (b) Amendment No. 11 to that certain Amended and (b) Restated Pricing Side Letter, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and (c) such other documents as the Buyer or counsel to the Buyer may reasonably request. SECTION 3. 4. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of the Repurchase Agreement. SECTION 4. 5. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. SECTION 5. 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 6. 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 7. 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. SECTION 8. 9. Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term "Obligations" as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement, as amended hereby. View More
