AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

VIll. Breach of Promissory Note

Waiver and Amendment. Any term of this Note may be amended, waived or modified with the written consent of the Company and Payee of this Note.

Amendment and Waiver. Neither this Award Agreement nor any provision hereof may be amended, modified, changed, discharged, terminated or waived orally, by any course of dealing or purported course of dealing or by any other means except # in the case of an amendment, modification, change or waiver that does not impair the rights of the Participant with respect to outstanding Restricted Units or that is deemed by the Committee to be advisable to avoid the imposition of any tax under Section 409A of the Code, by written notice to the Participant or # an agreement in writing signed by the Company and the Participant. No such written notice of agreement shall extend to or affect any provision of this Award Agreement not expressly amended, modified, changed, discharged, terminated or waived or impair any right consequent on such a provision. The waiver of or failure to enforce any breach of this Award Agreement shall not be deemed to be a waiver of or acquiescence in any other breach hereof.

Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of ​ and the Executive or pursuant to Section 17, and no course of conduct or course of dealing or failure or delay by any Party hereto in enforcing or exercising any of the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

Waiver and Amendment. The failure of Trustee or Beneficiary to insist upon strict performance of any of the terms or conditions of this Deed of Trust shall not be deemed a waiver of any of Trustee’s or Beneficiary’s rights or remedies hereunder and shall not be deemed a waiver by Trustee or Beneficiary of any subsequent breach or default by Trustor of any of such terms or conditions. This Deed of Trust cannot be amended, modified or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any amendment, modification or termination is sought.

Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Effective Date, this Agreement may be amended by a writing signed by all parties hereto, respecting any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance thereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

No Waiver or Amendment. This Agreement may not be amended or modified except with the signed, written consent of the parties to such amendment or modification. No right shall be deemed waived without the written consent of the party charged with waiving such right. The Corporation may at any time terminate or amend the plan in accordance with the terms thereof; provided, however, that no such termination or amendment may adversely affect the Optionee’s rights under this Agreement.

Modification, Waiver or Amendment. This Award and the Plan contain all of the provisions applicable to the Award granted herein and no other statements, documents or practices may modify, waive or alter such provisions unless expressly set forth in writing, authorized by the Committee, and delivered to the Grantee.

Amendment, Waiver or Modification. No amendment, waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. The term of this Agreement may be extended only upon the written agreement of both parties.