Xxxxxxxxxxxx. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Xxxxxxxxxxxx. Xxxx of America Funding Corporation, a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") $985,945,205 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class B-4, Class B-5, Class B-6, Class T-B-1, Class CE and Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 120 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated February 27, 2007, by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated February 27, 2007 (the "Pooling and Servicing Agreement"), among the Company, as depositor, U.S. Bank National Association, as trustee (the "Trustee"), and Wells Fargo Bank, N.A., as master servicer (the "Master Servicex") and as securities administrator (the "Securities Ad...
Xxxxxxxxxxxx. XXXX Xxxxxxx, Xxx., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse First Boston Corporation ("CSFBC" or the "Initial Purchaser") $65,000,000 aggregate principal amount of its 16% Senior Notes Due 2011 (the "Notes") and 339,820 shares of Class A common stock (the "Common Stock") of the Company, par value $0.01 per share (the "Shares" and together with the Notes, the "Offered Securities"). The Notes are to be issued pursuant to an indenture (the "Indenture") to be dated as of the Closing Date (as defined below), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Trustee"). As part of the transactions (the "Transactions") as defined in the "Description of the Notes" and as described under the heading "The Transactions" in the Offering Document (as defined herein), BLUM CB Corp. will merge with and into CB Richard Ellis Servicxx, Xxx., a Delaware corporation ("CBRESI"), xxxx XXXXXI as the surviving corporation in such merger (the "Merger"). Concurrently with the consummation of the Merger, (1) the Company will execute a Notes Registration Rights Agreement (the "Notes Registration Rights Agreement"), a Securityholders' Agreement (the "Securityholders Agreement"), and an Anti-Dilution Agreement (the "Anti-Dilution Agreement") and (2) CBRESI will enter into a credit agreement (together with the related guaranties and security documents, the "Credit Agreement") among itself, the guarantors named therein, Credit Suisse First Boston, New York branch, as administrative agent, and the lenders named therein. This Agreement, the Indenture, the Offered Securities, the Exchange Securities (as defined in the Notes Registration Rights Agreement), the Notes Registration Rights Agreement, the Securityholders Agreement and the Anti- Dilution Agreement are sometimes referred to in this Agreement collectively as the "Operative Documents". All material agreements and instruments relating to the Transactions (including, but not limited to, the Merger Agreement and the Credit Agreement) are sometimes referred to in this Agreement collectively as the "Transaction Agreements". The Operative Documents and the Transaction Agreements are sometimes referred to in this Agreement collectively as the "Transaction Documents". References in this Agreement to the subsidiaries of the Company shall include all direct and indirect subsidiaries of the Company afte...
Xxxxxxxxxxxx. References in this Agreement to “this Agreement” and the words “herein,” “hereof,” “hereunder” and similar terms include all Exhibits and Schedules attached hereto, including the Plan. All references to “Sections” in this Agreement shall be to Sections of this Agreement unless explicitly stated otherwise. The word “include” and all variations thereof are used in an illustrative sense and not in a limiting sense. All decisions of the Plan Administrator upon questions regarding the Plan or this Agreement will be conclusive. Unless otherwise expressly stated herein, in the event of any inconsistency between the terms of the Plan and this Agreement, the terms of the Plan will control. The headings of the sections of this Agreement have been included for convenience of reference only, are not to be considered a part hereof and will in no way modify or restrict any of the terms or provisions hereof.
Xxxxxxxxxxxx. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
Xxxxxxxxxxxx. XX Xxxxxxxxx Midticket LLC, Series 2006-1 (the "Company"), CEF Equipment Holding, L.L.C. ("CEFEH" or the "Depositor") and General Electric Capital Corporation ("GECC") propose to cause the sale of the GE Equipment Midticket LLC, Series 2006-1 Asset Backed Notes, consisting of the Class A-1 Notes (the "Class A-1 Notes"), the Class A-2 Notes (the "Class A-2 Notes"), the Class A-3 Notes (the "Class A-3 Notes"), the Class A-4 Notes (the "Class A-4 Notes"), the Class B Notes (the "Class B Notes") and the Class C Notes (the "Class C Notes" and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the "Notes"). The Notes will be issued pursuant to an Indenture, dated as of December 14, 2006 (the "Indenture"), between the Company and The Bank of New York, as indenture trustee (the "Indenture Trustee"). The Notes will be issued in an aggregate initial principal amount of $1,053,773,000. The Notes are being purchased by the entities specified in Schedule I hereto (each an "Underwriter," and together the "Underwriters"). The Notes will be secured by the Collateral, including without limitation, a pool of equipment loans and finance leases secured by transportation equipment, industrial equipment, construction equipment, furniture and fixtures, maritime assets, technology and telecommunications equipment or other equipment and the related security interests in the equipment financed thereby (collectively, the "Loans") and certain rights under the Interest Rate Swap Agreements, each to be dated December 14, 2006 (the "Interest Rate Swap Agreements"), between the Company and General Electric Capital Services, Inc. ("GECS"). Pursuant to a Loan Sale Agreement, dated as of December 14, 2006 (the "Loan Sale Agreement"), between the Depositor and GECC, GECC will sell the Loans to the Depositor. Pursuant to a Loan Purchase and Sale Agreement, dated as of December 14, 2006 (the "Loan Purchase and Sale Agreement"), between the Depositor and the Company, the Depositor will sell, transfer and convey to the Company, without recourse, all of its right, title and interest in the Loans. Pursuant to the Servicing Agreement, to be dated as of December 14, 2006 (the "Servicing Agreement") between GECC, as servicer, and the Company, GECC will service the Loans. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Indenture. The Class A-1 Notes shall bear interest at 5.30138% per ...
Xxxxxxxxxxxx. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Release Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.
Xxxxxxxxxxxx. Pursuant to Section 211(4) of the Illinois Income Tax Act, the Company may carryforward any Unused Credit and apply it to its Illinois State Income Taxes imposed in the five (5) Taxable Years following the Taxable Year in which there is Unused Credit so long as the Company is in compliance with the terms and conditions of this Agreement, and subject to the limitations on the total amount of Credits for all Taxable Years, as set forth in Sections IV.B through IV.D.
Xxxxxxxxxxxx. Xxxx Xxxxxxxxxxx xx Xxxxx xxx xx xxecuted in one or more counterparts, all of which together shall constitute one and the same instrument.
Xxxxxxxxxxxx. To encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to the Executive. The Company will pay the benefits from its general assets.
