Amendments Generally. Subject to [Section 3.03(b)], no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the ​ Parties or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the ​ Parties or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein. For purposes of calculating any consolidated amounts necessary to determine compliance by any Person and, if applicable, its Restricted Subsidiaries with any ratio or other financial covenant in this Agreement, Unrestricted Subsidiaries shall be excluded.

Generally. The Company shall comply and cause the Bank and each of its other Subsidiaries to comply in all material respects with all applicable statutes, rules, regulations, orders and restrictions in respect of the conduct of its business and the ownership of its properties, except, in each case, where such noncompliance would not reasonably be expected to have a Material Adverse Effect on the Company.

Generally. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of the Parent Borrower delivered to the Lenders; provided that, if the Parent Borrower notifies the Domestic Administrative Agent that it wishes to amend any covenant in [Section 8.10] to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Domestic Administrative Agent notifies the Parent Borrower that the Required Lenders wish to amend [Section 8.10] for such purpose), then the Parent Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Parent Borrower and the Required Lenders. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on ​.

Generally. Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective # when delivered, # when transmitted via telecopy (or other facsimile device), # the Business Day following the day on which the same has been delivered prepaid or on an invoice arrangement to a reputable national overnight air courier service, or # the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on [Schedule 11.1] or as otherwise provided.

Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Borrowers may assign and transfer any of its interests, rights or obligations under any Credit Document (except as permitted by [[Sections 8.4 or 8.5]5]]5]) without the prior written consent of the Administrative Agent and all of the Lenders (and any attempt at such assignment or transfer without such consent shall be null and void); and provided further that the rights of each ​ to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in subsections [[(b) and (c) of this Section 11.3]3]]. Notwithstanding the above (including anything set forth in subsections [[(b) and (c) of this Section 11.3]3]]), nothing herein shall restrict, prevent or prohibit any ​ from # pledging or assigning a security interest in its rights hereunder or under its Notes, if any, to secure obligations of such ​, including any pledge or assignment to a Federal Reserve Bank in support of borrowings made by such ​ from such Federal Reserve Bank; provided that no such pledge or assignment shall release a ​ from any of its obligations hereunder or substitute any such pledgee or assignee for such ​ as a party hereto, or # granting assignments or participations in such ​’s Loans and/or Commitments hereunder to its parent company and/or to any Affiliate of such ​ or to any existing ​ or Affiliate thereof. Nothing in this Credit Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection # of this Section and, to the extent expressly contemplated hereby, the officers, directors, employees, agents and Affiliates of each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Credit Agreement.

Generally. Any dispute which shall arise under this Agreement, shall be resolved pursuant to the procedures provided for in this [Section 15] (the “Workletter Dispute Procedures”). Except as otherwise expressly provided herein or in the Lease, sums in dispute shall not be payable or credited until such dispute is resolved as herein provided.

Generally. Unless modified by the provisions set forth in Paragraph 2(b), the applicable Award amount shall be paid in shares of Common Stock to Employee within 30 days following the applicable Vesting Date (each, a “Scheduled Payment Date”).

Generally. The terms and provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder except as expressly permitted hereunder without the prior written consent of each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except # to an Eligible Assignee in accordance with the provisions of paragraph # of this Section, # by way of participation in accordance with the provisions of paragraph # of this Section, # by way of pledge or assignment of a security interest subject to the restrictions of paragraph # of this Section or # to an SPC in accordance with the provisions of paragraph # of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph # of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Generally. Subject to the terms and conditions hereof, as part of the Revolving Credit Commitment, the Swing Line Lender may, in its discretion, make loans in U.S. Dollars or other Agreed Foreign Currency (subject to the Agreed Foreign Currency Cap) to the Borrower under the Swing Line (individually a “Swing Loan” and collectively the “Swing Loans”) which shall not in the aggregate at any time outstanding exceed the Swing Line Sublimit. Swing Loans may be availed of from time to time and borrowings thereunder may be repaid and used again during the period ending on the Revolving Credit Termination Date. Each Swing Loan shall be in a minimum amount of ​ or such greater amount which is an integral multiple of ​.