Common use of Pursuant to Section 9 Clause in Contracts

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.