Pursuant to Section 9. 02 of the ------------ ------------------------- Existing Indenture, Section 4.10 of the Existing Indenture is hereby amended and restated in its entirety to read as follows:
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 warranties set forth in Section 3.01 of the Servicing Agreement are true and correct as of December 27, 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. 01 of the Credit Agreement, the parties hereto agree that the Credit Agreement is hereby amended as follows:
Pursuant to Section 9. 09 of the Original Agreement, the Original Agreement is hereby amended as follows:
Pursuant to Section 9. 01 of the Credit Agreement and effective subject to the terms and conditions hereof, including, without limitation, the conditions to effectiveness set forth in Section 8 hereof, the Lenders hereby agree and are deemed to consent to the following amendments:
Pursuant to Section 9. 2 of the Indenture, Section 1.1 of the Indenture is hereby amended by:
Pursuant to Section 9. 10 of the Credit Agreement, if a Pledgor shall at any time acquire any interest in any Subsidiary limited liability company which is not an Issuer hereunder, such Pledgor shall (i) immediately pledge, assign and transfer such LLC Interest to the Administrative Agent to be held as additional collateral security for the Secured Obligations hereunder, (ii) promptly deliver to the Administrative Agent a supplement to this Pledge Agreement, substantially in the form of Exhibit A to this Pledge Agreement, duly completed, adding such LLC Interest to Part B 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. 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. 6 of the Indenture, if any Coverage Tests applicable to any Class of Notes are not met on a Measurement Date, then on the following Payment Date certain Interest Proceeds and certain Principal Proceeds may be used to redeem the Notes, in the order and manner provided in Section 9.6 of the Indenture, until each applicable Coverage Test is satisfied. Pursuant to Section 9.7 of the Indenture, the Notes may be amortized in part by the Issuer (at the election and direction of the Collateral Manager) if, at any time and from time to time during the Reinvestment Period, the Collateral Manager determines that, in light of the composition of Collateral Interests, general market conditions and other factors, investments in additional Collateral Interests within the foreseeable future would be either impractical, or not beneficial to the Issuer or the Holders of the Income Notes. If an Event of Default shall occur and be continuing, the Class [•] Notes may become or be declared due and payable in the manner and with the effect provided in the Indenture. By written notice to the Issuer, the Co-Issuer, the Trustee, each Hedge Counterparty, the Upfront Swap Counterparty and each Synthetic Asset Counterparty, a Majority of each and every Class of Notes (voting as a separate Class) may rescind a declaration of acceleration of the maturity of the Notes at any time prior to a judgment or decree for payment of money due, provided that certain conditions set forth in the Indenture are satisfied. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the Co-Issuer and the rights of the Holders under the Indenture at any time by the Issuer and the Co-Issuer with the consent of each Hedge Counterparty (to the extent set forth in the related Hedge Agreement), the Upfront Swap Counterparty (to the extent set forth in the Upfront Swap Agreement), each Synthetic Asset Counterparty (to the extent set forth in the related Synthetic Asset), the Class AR Note Agent if it is materially and adversely affected thereby, a Majority in Aggregate Outstanding Amount of each Class of Notes if materially and adversely affected thereby and all of the holders of the Income Notes if materially and adversely affected thereby and subject to satisfaction of the Rating Agency Condition. Upon the execution of any supplemental indenture, the Indenture shall be modified in accordance therewith, and such ...
