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 Mortgage Securities, Inc., a Delaware corporation (the "Company"), proposes to sell to Banc of America Securities LLC (the "Underwriter"), $504,803,622 principal amount of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the "Offered Certificates") having the Initial Class Certificate Balances or 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 Balance or Initial Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate 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 not more than 480 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"), to be dated October 30, 2006, between the Company and Bank of America, National Association ("BANA"). 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 the assets of the Trust Estate as three separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, to be dated October 30, 2006 (the "Pooling Agreement"), among the Company, as depositor, BANA, as servicer (the "Servicer"), and Wells Fargo Bank, N.A., as trustee (the "Trustee"). The Offered Certixxxxxes will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated October 30, 2006, among Banc of America Securities LLC, as Purchaser, the Company and BANA, are collectively referred to herein as the "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Pooling Agreement.
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. XxxxxxxXxxxxxxx Xxxxxxial Services Americas LLC, a Michigan limited liability company ("DCFS" or the "Depositor"), proposes to cause DaimlerChrysler Auto Trust 2006-C (the "Trust") to issue and sell $560,000,000 principal amount of its 5.25% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $503,000,000 principal amount of its 5.02% Asset Backed Notes, Class A-3 (the "Class A-3 Notes"), $399,100,000 principal amount of its 4.98% Asset Backed Notes, Class A-4 (the "Class A-4 Notes", and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), and $60,800,000 principal amount of its 5.11% Asset Backed Notes, Class B (the "Class B Notes" and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Offered Notes"), to the several Underwriters named in Schedule I hereto (collectively, the "Underwriters"), for whom you are acting as representative (the "Representative" or "you"). The Trust also will issue $504,000,000 principal amount of its 5.33399% Asset Backed Notes, Class A-1 (the "Class A-1 Notes" and, together with the Offered Notes, the "Notes"), which Class A-1 Notes will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts (the "Receivables") and the related collateral. The Receivables will be sold to the Trust by the Depositor. The Receivables will be serviced for the Trust by DCFS (in such capacity, the "Servicer"). The Notes will be issued pursuant to an Indenture to be dated as of October 1, 2006 (as amended and supplemented from time to time, the "Indenture"), between the Trust and Deutsche Bank Trust Company Americas, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, DaimlerChrysler Retail Receivables LLC, a Michigan limited liability company (the "Company") will acquire the beneficial interest in the Trust, pursuant to the Amended and Restated Trust Agreement to be dated as of October 1, 2006 (as amended and supplemented from time to time, the "Trust Agreement"), among the Depositor, the Company, and Chase Bank USA, National Association, as owner trustee (the "Owner Trustee"). Such beneficial interest will be entitled to the residual cash flow on the Receivables that is not required to be applied to payments on the Notes and may be in the form of certificates iss...
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 Xxxxxxxxx xxx xx xxxxxxxx xxxxxxxxxxusly 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. 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.
