Direction to Indenture Trustee. The Noteholders’ agreement to forbear as provided in the Agreement as amended by this Amendment shall constitute a direction from such Noteholders to the Indenture Trustee to similarly forbear during the Forbearance Period as extended hereby.
Direction to Indenture Trustee. The Noteholders’ agreement to forbear as provided herein shall constitute a direction from such Noteholders to the Indenture Trustee to similarly forbear during the Fifth Forbearance Period. In order to induce the Indenture Trustee to accept such direction, the Company and the Subsidiaries agree (a) that the Indenture Trustee, as an ex officio participant of the Noteholder Group, may receive the copies of all information and participate in the negotiations referenced in subsections (A) and (B) of the definition of Forbearance Default in Section 1 of the Fifth Amended Forbearance Agreement, and (b) to pay, in accordance with the terms of the Indenture, the reasonable fees and expenses of the Indenture Trustee incurred during the Fifth Forbearance Period, as well as previous Forbearance Periods promptly on a monthly basis.
Direction to Indenture Trustee. Each Lender, by its execution of this Agreement, hereby directs the Indenture Trustee to execute this Agreement and become a party hereto.
Direction to Indenture Trustee. By its signature hereto each of Calyon, Atlantic Asset Securitization LLC and LaFayette Asset Securitization LLC (collectively, the “Investor Parties”) hereby represent that: (i) they constitute all of the Managing Agents and the Investors in Series 2007-1, respectively, and therefore that, upon the execution of this Agreement by each such Investor Party, the “Rating Agency Condition” under the Series 2007-1 Supplement has been satisfied for the execution and delivery of this Agreement and the Series 2007-1 Supplement. Each Investor Party further represents, based on the Issuer’s representations in paragraph 9 below, that they constitute the “Majority Investors” for purposes of authorizing any amendment or supplemental indentures under Section 10.02 of the Indenture. Accordingly, each Investor Party hereby requests and directs the Indenture Trustee to agree, consent to and accept this Agreement and to execute and deliver the Series 2007-1 Supplement. For the purposes of the signature pages hereto, the term “Investor” is synonymous with the term “Noteholder” as defined in the Master Indenture. Each Conduit Purchaser party hereto further represents and warrants that (i) it is the beneficial owner of the Series 2007-1 Notes currently outstanding issued in its favor; (ii) it is duly authorized to consent to this Agreement and to direct the Indenture Trustee as set forth herein; and (iii) its authorization has not been granted or assigned to any other person or entity.
Direction to Indenture Trustee. The Noteholders’ agreement to forbear as provided herein shall constitute a direction from such Noteholders to the Indenture Trustee to similarly forbear during the Forbearance Period. In order to induce the Indenture Trustee to accept such direction, the Company and the Subsidiaries agree (a) that the Indenture Trustee, as an ex officio participant of the Noteholder Group, may receive the copies of all information and participate in the negotiations referenced in subsections (A) and (B) of the definition of Forbearance Default in Section 1(b) hereof, and (b) to pay, in accordance with the terms of the Indenture, the reasonable fees and expenses of the Indenture Trustee incurred during the Forbearance Period promptly on a monthly basis.
Direction to Indenture Trustee. The Issuer hereby authorizes and directs the Indenture Trustee to execute and deliver this First Supplemental Indenture.
Direction to Indenture Trustee. The Noteholders’ agreement to forbear as provided herein shall constitute a direction from such Noteholders to the Indenture Trustee to similarly forbear during the Second Forbearance Period. In order to induce the Indenture Trustee to accept such direction, the Company and the Subsidiaries agree (a) that the Indenture Trustee, as an ex officio participant of the Noteholder Group, may receive the copies of all information and participate in the negotiations referenced in subsections (A) and (B) of the definition of Forbearance Default in Section 1 of the Second Amended Forbearance Agreement, and (b) to pay, in accordance with the terms of the Indenture, the reasonable fees and expenses of the Indenture Trustee incurred during the Second Forbearance Period promptly on a monthly basis.
Direction to Indenture Trustee. (a) The Issuer hereby authorizes and directs the Indenture Trustee to execute this Indenture, any future supplements or amendments hereto or to the other Transaction Documents, and any further instruments as may be necessary in connection therewith to accomplish any change or modification as the Issuer may direct subject to Sections 10.1 or 10.2, as applicable.
Direction to Indenture Trustee. (a) By its signature below consenting hereto, the Person identified as the “Noteholder” for the Notes confirms that it is the Note holder for all of the Notes (the “Noteholder”).
Direction to Indenture Trustee. The Transferor hereby authorizes and directs the Indenture Trustee to execute and deliver this Agreement. The Transferor hereby confirms that such authorization and direction and each such action by the Indenture Trustee pursuant to the foregoing authorization and direction (i) is not inconsistent with the terms of the Pooling and Servicing Agreement, (ii) does not constitute fraud, negligence or willful misconduct and (iii) is covered by the indemnification provided under Section 7.04 of the PSA. In furtherance of the foregoing, and notwithstanding any rule of law or provision of any document or instrument to the contrary, in no event shall USB (in its individual capacity) have any duty or liability under or in connection with this Agreement and the undersigned hereby agrees to indemnify, defend and hold harmless USB (in its individual capacity) in connection with its execution of this Agreement.
