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, IndyMac hereby represents and warrants, for the benefit of Lares, the Trustee and the Trust Fund, that (i) the representations xxx xarranties set forth in Section 3.01 of the Servicing Agreement are true and correct as of September 28, 2006 (the "RECONSTITUTION DATE"), as if such representations and warranties were made on such date and (ii) the representations and warranties set forth in Section 3.02 of the Servicing Agreement are true and correct as of the related Closing Date (as defined in the Servicing Agreement) as if such representations and warranties were made on such date. IndyMac 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 IndyMac set forth above that materially and adversely affects the value of that Mortgage Loan or the interests of the Purchaser in such Mortgage Loan shall be as set forth in Subsection 3.03 of the Servicing Agreement as if they were set forth herein (including without limitation the repurchase and 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 Purchaser 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. 1(b) of the Indenture, the Issuer hereby instructs the Indenture Trustee to execute this Omnibus Amendment, this instruction is an Issuer Order pursuant to the Indenture. Pursuant to Sections 5.1 and 5.3 of each of the Holding Trust Agreement and the Trust Agreement, the Issuer, as Holding Trust Certificateholder, and the Seller as sole Certificateholder of the Issuer, hereby authorize and direct the Owner Trustee to execute this Omnibus Amendment on behalf of each of the Holding Trust and the Issuer. The Seller hereby certifies to the Owner Trustee that (i) it is the sole Certificateholder of the Issuer, (ii) all conditions precedent to the execution and delivery of this Omnibus Amendment have been satisfied, and (iii) this Omnibus Amendment is consistent with the terms of the Basic Documents. Each of the Seller and the Issuer waive all right to notice of the forgoing actions each may be entitled to under the Basic Documents. Xxxxxx agrees to indemnify the Owner Trustee against the costs, expenses and liabilities (including legal fees, costs and expenses and including all costs, expenses and liabilities incurred in connection with enforcement of indemnification rights hereunder) that may be incurred by the Owner Trustee in connection with this Omnibus Amendment.
Pursuant to Section 9. 02 of the Original Agreement, the Original Agreement is hereby amended as follows:
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. 02 of the Indenture, Section 6.01 of the Indenture is hereby amended and restated in its entirety to read as follows:
Pursuant to Section 9. 03 of the Trust Agreement, the Servicer shall be permitted at its option to purchase the 20[●]-[●] SUBI Certificate from the Issuing Entity on any Payment Date if, either before or after giving effect to any payment of principal required to be made on such Payment Date, (a) the Securities Balance is less than or equal to 10% of the Initial Securities Balance, or (b) the Outstanding Amount of the Notes is reduced to zero and the holders of 100% of the outstanding Trust Certificates consent thereto. In connection with the exercise of an Optional Purchase, the Servicer will deposit, subject to Section 8.04 of the Servicing Agreement, the Optional Purchase Price into the 20[●]-[●] SUBI Collection Account on the Deposit Date relating to the Redemption Date. In connection with an Optional Purchase, all outstanding Notes shall be redeemed on the related Payment Date in whole, but not in part, for the Redemption Price and the 20[●]-[●] SUBI Certificate shall be delivered to or upon the order of the Servicer.