Pursuant to Section 9. 02 of the ------------ -------------------------- Existing Indenture, Section 10.01 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:
Pursuant to Section 9. 10 of the Credit Agreement, if a Pledgor shall at any time acquire any shares of Capital Stock of any Subsidiary which is not an Issuer hereunder, such Pledgor shall (i) immediately deliver such shares of Capital Stock, and all stock certificates evidencing the same, to the Administrative Agent to be held as additional collateral security for the Secured Obligations hereunder, (ii) promptly deliver to the a supplement to this Pledge Agreement, substantially in the form of Exhibit A to this Pledge Agreement, duly completed, adding such shares of Capital Stock to Part A of Schedule I hereto, and (iii) promptly cause such Subsidiary to execute and deliver an acknowledgment and consent substantially in the form appended as Annex I to Exhibit A to this Pledge Agreement.
Pursuant to Section 9. 0l(a) of the Servicing Agreement, the Servicer hereby represents and warrants, for the benefit of Lares, the Trustee and the Trust Fund, that the representations xxx xarranties set forth in Section 3.01 of the Servicing Agreement are true and correct as of May 1, 2007 (the "Reconstitution Date"), as if such representations and warranties were made on such date. The Servicer hereby acknowledges and agrees that the remedies available to the Trust Fund (including the Trustee acting on the Trust Fund's behalf) in connection with any breach of the representations and warranties made by the Servicer set forth above that materially and adversely affects the value of that Mortgage Loan or the interests of the Owner in such Mortgage Loan shall be as set forth in Section 3.02 of the Servicing Agreement as if they were set forth herein (including without limitation the indemnity obligations set forth therein). Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Trust Fund as Owner under the Servicing Agreement. Each of the Serviced Loans has been conveyed to the Trustee pursuant to the Pooling Agreement and Maia is not the originator of any of the Serviced Loans.
Pursuant to Section 9. 01 of the Purchase and Servicing Agreement, the Company hereby represents and warrants, for the benefit of the Assignor, the Assignee and the Trust, (i) that the representations and warranties set forth in Section 3.01 of the Purchase and Servicing Agreement are true and correct as of the date hereof as if such representations and warranties were made on the date hereof unless otherwise specifically stated in such representations and warranties and (ii) that the representations and warranties set forth in Section 3.02 of the Purchase and Servicing Agreement are hereby restated as of the date of the Servicing Agreement.
Pursuant to Section 9. 2 of the Credit Agreement, the Administrative Agent, the Borrower, the Company and each Existing Lender party hereto hereby consents to this Amendment, including, without limitation, the amendments set forth in Section 1 hereof.
Pursuant to Section 9. 1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements entered into by them pursuant thereto (except for the Confidentiality Agreement and the Clean Room Agreement ) (collectively, the “Transaction Documents”), are hereby terminated effective immediately as of 8:00 p.m. Eastern Daylight time on the date hereof (the “Termination Time”), and, notwithstanding anything to the contrary in the Transaction Documents, including Section 9.2 of the Merger Agreement, the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the “Termination”); provided that Section 7.6(b), Section 9.3 and Article X of the Merger Agreement, the Confidentiality Agreement (as amended by Section 4 hereof) and the Clean Room Agreement shall each remain in full force and effect in accordance with their respective terms.
Pursuant to Section 9. 5, the Parties acknowledge that certain Third Party intellectual property may be necessary for Commercialization. Further, the Parties agree that Somaxon may terminate this Agreement in its entirety upon 60 days’ prior written notice if, (a) following good faith discussions with a Third Party, Somaxon is unable to license rights to such Third Party’s intellectual property necessary for Commercialization as described under Section 9.5 or other proprietary rights in the Territory on terms which are commercially reasonable and (b) the failure of Somaxon to procure such license would reasonably be expected to result in claim(s) from such Third Party alleging infringement or misappropriation in the Territory. Prior to such termination, Somaxon will use Commercially Reasonable Efforts to inform Licensee of all material aspects of discussions with such Third Party relating to the negotiation of such license of rights from such Third Party, including (subject to the approval of such Third Party) having Licensee participate in such discussions; provided that from and after such termination both Parties shall have a good faith discussion with the intent of providing Licensee a license to use the Product Marks, Somaxon Patents and the Somaxon Know-How that are not the cause for the termination of the Agreement under this Section 13.1.1, in the Field in the Territory solely for Manufacture and Commercialization.