Section Amendment Sample Clauses

Section Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Company, the Master Servicer and the Trustee, without the consent of any of the Certificateholders: to cure any ambiguity, to correct or supplement any provisions herein or therein, which may be inconsistent with any other provisions herein or therein or to correct any error, to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable to maintain the qualification of the Trust Fund as a REMIC at all times that any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the Trust Fund, provided that the Trustee has received an Opinion of Counsel to the effect that (A) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such action will not adversely affect in any material respect the interests of any Certificateholder, to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or to change the name in which the Custodial Account is maintained, provided that (A) the Certificate Account Deposit Date shall in no event be later than the related Distribution Date, (B) such change shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and (C) such change shall not result in a reduction of the rating assigned to any Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof restricting transfer of the Class R Certificates, by virtue of their being the "residual interests" in the Trust Fund, respectively, provided that (A) such change shall not result in reduction of the rating assigned to any such Class of Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect, and (B) such change shall not (subject to Section 10.01(f)), as evidenced by an Opinion of Counsel (at the expense of the party seeking so to modify, eliminate or add such provisions), cause the Trust Fund or any of the...

Section Amendment. This Agreement may be amended only by a written --------- agreement signed by the parties. Any amendment of any provision of this Agreement that does not apply to the Holding Company or Vesta Fire shall not require its agreement.

Section Amendment. This Agreement may be amended by the Boards of Trustees or Directors, as the case may be, of the parties hereto, at any time before or after approval hereof by the shareholders of the Company and prior to the Effective Time, but after such approval only to the extent permitted by applicable law. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

Section Amendment. 6.3. (b) This Agreement may be amended by the Seller, the Servicer and the Owner Trustee with the consent of the Indenture Trustee, but without the consent of any of the Noteholders or the Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any provision in this Agreement that may be defective or inconsistent with any other provision in this Agreement or any other Basic Documents, (iii) to add or supplement any credit enhancement for the benefit of the Noteholders of any class or the Certificateholders (provided that if any such addition shall affect any class of Noteholders or Certificateholders differently than any other class of Noteholders or Certificateholders, then such addition shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any class of Noteholders or the Certificateholders), (iv) add to the covenants, restrictions or obligations of the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or (v) add, change or eliminate any other provision of this Agreement in any manner that shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of the Noteholders or the Certificateholders.

Section Amendment. So long as there remains any Beneficiary or any Trust Preferred Securities of any series are outstanding, this Agreement shall not be modified or amended in any manner adverse to such Beneficiary or to any of the holders of the Trust Preferred Securities.

Section Amendment. Position and Duties Effective as of the Effective Date, Executive will serve in the position of President of the Company, with such duties reasonably consistent with such position in a company the size and nature of the Company. Section 3(a) – Base Salary Base Salary $5,000,000 Effective Date, retroactive to January 1, 2023, with the aggregate amount of the retroactive payment to be made on the Company’s first regular payroll date immediately following the Effective Date $3,000,000 Effective as of the date of a Listing Event Section 3(b) – Bonuses 3(b)(i): Annual Bonus $0 2022: Executive will not be eligible to earn an Annual Bonus for the 2022 calendar year. 3(b)(ii): Guaranteed Bonus $5,000,000 2023 Forward: Payable on January 15th of each calendar year following the applicable performance year commencing with January 15, 2024 and continuing thereafter, subject in each case, to Executive’s continued employment through the applicable date of payment; provided that no such bonus will be payable for a particular performance year (or any performance year thereafter) if a Listing Event has occurred by December 31st of such year. For example, no bonus will be paid on January 15, 2024 for the 2023 performance year (or on January 15th of any subsequent year) if a Listing Event occurs by December 31, 2023. 3(b)(iii): Sign-on Bonus $2,500,000, subject to Executive’s continued employment through the date of payment Payable no later than 14 days after the execution of this Omnibus Agreement, with timing determined in the Company’s sole discretion. 3(b)(iv): Migration Bonus $2,500,000, subject to Executive’s continued employment through the date of payment Payable on or before June 15, 2023, with timing determined in the Company’s sole discretion. 3(b)(v): 2022 Special Bonus $3,000,000, subject to Executive’s continued employment through the date of payment Payable no later than 14 days after the execution of this Omnibus Agreement, with timing determined in the Company’s sole discretion.

Section Amendment. Effective as of June 14, 2000, Section 1.1 of the Credit Agreement is hereby amended by the deletion of the date "June 14, 2000" in the definition of "Stated Maturity Date" (amended to read as such by the Second Amendment) and the substitution therefor of the date "June 13, 2001."

Section Amendment. Sections 25(a) and 25(b) of the Plan are hereby amended to replace the reference to “subsection (ii) of Section 1(v)” in the first sentence in each such section with the reference to “subsection (iii) of Section 1(v)”.

Section Amendment. This Agreement may be amended from time to time (subject to any expressly applicable amendment provision of the Further Transfer and Servicing Agreements) by a written amendment duly executed and delivered by NFC and NFRRC. Prior to the execution of any such amendment, NFC shall furnish written notification of the substance of such amendment to each of the Rating Agencies.