Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face. 1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus. 1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation. 1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website. 1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us. 1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website. 1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by 1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well. 1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 3 contracts
Sources: Client Agreement, Client Agreement, Client Agreement
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 3 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2013-C), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2012-D)
Introduction. 1.1California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of the certificates identified in Schedule I hereto (the "Certificates"). This Agreement is entered by If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. The Trust was formed pursuant to a declaration and agreement of trust dated as of _______________, 1997, between Growell Capital Ltd the California Infrastructure and Economic Development Bank (hereinafter called the “Company” or “us”"Infrastructure Bank") on and Bankers Trust (Delaware), as Delaware trustee (the one part "Delaware Trustee"), and the client Certificates will be issued pursuant to an amended and restated declaration and agreement of trust dated as of _____, 1997 (which as amended and supplemented from time to time, the "Trust Agreement"), among the Infrastructure Bank, the Delaware Trustee and Bankers Trust Company, as certificate trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the [_] Funding LLC Notes, Series _____ (the "Notes"), issued by [_] Funding LLC (the "Note Issuer"), and the proceeds thereof. The Notes will be issued pursuant to an indenture dated as of __________, 1997 (as amended and supplemented from time to time, including any Series Supplement, the "Indenture"), between the Note Issuer and Bankers Trust Company, as Note Trustee (the "Note Trustee"), and purchased by the Certificate Trustee, on behalf of the Trust, pursuant to a note purchase agreement dated as of ______, 1997 (the "Note Purchase Agreement"), between the Note Issuer and the Certificate Trustee. Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the proceeds thereof. The Notes will be secured primarily by the Transition Property described in the related Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by [Name of Utility], a California corporation (the "Company"), pursuant to a sale agreement dated as of _______________, 1997 (the "Sale Agreement"), between the Company, as seller, and the Note Issuer. Other Transition Property may be a legal entity or a natural person) who has completed sold to the Account Opening Application Form and has been accepted Note Issuer by the Company as a client (hereinafter pursuant to an agreement substantially similar to the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Sale Agreement. The Company is authorized Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced supplemented from time to time (“time, the Law”"Servicing Agreement"), with CIF license number 314/13between the Company, as servicer, and the Note Issuer. It is registered Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, CyprusIndenture.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 3 contracts
Sources: Underwriting Agreement (Pg&e Funding LLC), Underwriting Agreement (Sdg&e Funding LLC a De Limited Liability Co), Underwriting Agreement (Sce Funding LLC)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), propose to sell the Class A[-1[ and Class A-2]][, Class B, Class C and Class D] Notes (together, the “Offered Notes” [or “usNotes”]) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositors and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes, the Class B Notes and the Class C Notes], the “Series 20 - Notes” or the “Notes”). The [Class B, Class C and Class D] Notes will initially be retained by the Depositors.] The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a Cyprus Investment Firm revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (CIFthe “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Ancillary Services , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherSecurities Act, the “AgreementContracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services to not be before the Client under date of this Agreement. It will governAgreement (the “Time of Sale”), the rights Depositors prepared the Preliminary Prospectus and obligations of both Parties and also include important the information which we are required (including any “free-writing prospectus,” as an authorized Cyprus Investment Firm to provide to our prospective Clients defined in Rule 405 under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that Securities Act (a “Free Writing Prospectus”)) listed in the event Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision original Time of the Services Sale Information included an untrue statement of material fact or omitted to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.state
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-C), Underwriting Agreement (Ford Credit Auto Owner Trust 2012-A)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Representatives is a financial institution appearing on the Federal Reserve Bank of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Representatives, as Underwriters, under this Agreement will be for the benefit of, and will be enforceable by, each Representative not only in such capacity but also in its capacity as a Cyprus Investment Firm Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by a Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes" and, together with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to offer a note purchase agreement (the "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain Investment other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and Ancillary Services the Depositor will sell the Receivables to the Trust pursuant to a sale and Activities servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇subsequent to the initial Time of Sale, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7 hereof, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2009-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part The Borrower and the client Secured Party entered into a Securities Purchase Agreement dated as of August 4, 2008 (which as amended by Amendment No. 1 thereto, dated as of February 27, 2009, and by Amendment No. 2, Consent and Waiver thereto, dated as of March 18, 2010 (“Amendment No. 2”), and as the same may be a legal entity further amended, modified or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced supplemented from time to time, the “Purchase Agreement”) pursuant to which the Grantor agreed, among other things, to issue to the Secured Party secured convertible promissory notes (such promissory notes as the same may be amended, modified or supplemented from time (to time, together with any promissory notes issued by the Borrower in exchange therefor, the “Convertible Notes”) and providing for the Law”), with CIF license number 314/13. It is registered payment of interest in kind in the Republic form of Cyprus additional secured convertible promissory notes (the “Additional Notes”, and together with the Convertible Notes, the “Notes”) in certain circumstances. Pursuant to the Purchase Agreement, the Borrower and the Secured Party, individually and in its capacity as Collateral agent, entered into a Pledge and Security Agreement, dated as of February 27, 2009 (the “Original Pledge Agreement”) to secure the Original Obligations (as hereinafter defined). Pursuant to Amendment No. 2, the Secured Party has agreed to consent to the Bridge Financing (as defined in Amendment No. 2) and to certain additional amendments, waivers and consents to the obligations of the Borrower under the Companies Law CapPurchase Agreement, the Notes and the other Transaction Documents. 113In consideration for such amendments, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇waivers and consents, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Athe Borrower has agreed (i) to cause each of its Subsidiaries organized under the laws of the United States or any State thereof to enter into the Guaranty Agreement, Office 14dated the date hereof, 4003 Limassolamong the Borrower, Cyprus.
1.3. This Client Agreement together with each of its Appendix 1, any Appendix added Subsidiaries party thereto and the following documents Secured Party, pursuant to which each such Subsidiary has guaranteed the Obligations (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges herein defined) and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”ii) sets out the terms upon which the Company will offer Services to the Client under this Agreementamendment and restatement of the Original Pledge Agreement in the form hereof. It Each Subsidiary of the Borrower that is a party hereto acknowledges that the Borrower and the Subsidiaries are engaged in related businesses and that it has derived, and will governcontinue to derive, substantial benefit from the rights financing provided to the Borrower by the Secured Party pursuant to the Notes, and obligations that it will derive substantial benefit from the financing provided to the Borrower pursuant to the Bridge Financing. In consideration therefor, each Grantor hereby (i) ratifies and reaffirms the conveyance, assignment, pledge and grant of both Parties the Original Collateral (as herein defined) made pursuant to the Original Pledge Agreement to secure the due and also include important information which we are required punctual payment of the Original Obligations (as an authorized Cyprus Investment Firm herein defined); and (ii) has agreed to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicespledge, you are consenting unreservedly convey, assign and unconditionally grant in favor of the Collateral Agent on behalf of the Secured Party, a perfected lien on and security interest in the Additional Collateral (as defined herein), pursuant to the terms of this Pledge Agreement in order to secure the Original Obligations and conditions all other monetary obligations, including but not limited to, fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of all the above mentioned documents which form the Agreement and it means that any bankruptcy, insolvency, receivership or other similar proceeding regardless of whether allowed or allowable in the event that you are accepted by us as our Clientsuch proceeding), you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. MoreoverGrantors now or hereafter due under the Notes, it will be deemed that you have read and understood the information on our Website.
1.5. For Purchase Agreement, the Guaranty Agreement, this reason, you are advised to read all the above mentioned documents which form the Pledge Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our Transaction Document (collectively, the “Terms and Conditions for the use of the WebsiteAdditional Obligations” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreementand, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree together with the provisions set out in our Asset Valuation PolicyOriginal Obligations, the “Obligations”).
Appears in 2 contracts
Sources: Pledge and Security Agreement (Perseus Partners Vii L P), Pledge and Security Agreement (Photomedex Inc)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A[-1[ and Class A-2]][, Class B, Class C and Class D] Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositors and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes, the Class B Notes and the Class C Notes], the “Series 20 - Notes” or the “Notes”). The [Class B, Class C and Class D] Notes will initially be retained by the Depositors.] The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a Cyprus Investment Firm revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (CIFthe “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and Ancillary Services , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherSecurities Act, the “AgreementContracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services to not be before the Client under date of this Agreement. It will governAgreement (the “Time of Sale”), the rights Depositors prepared the Preliminary Prospectus and obligations of both Parties and also include important the information which we are required (including any “free-writing prospectus,” as an authorized Cyprus Investment Firm to provide to our prospective Clients defined in Rule 405 under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that Securities Act (a “Free Writing Prospectus”)) listed in the event Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision original Time of the Services Sale Information included an untrue statement of material fact or omitted to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.state
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and between Growell Capital Ltd Class D] Notes (hereinafter called together, the “Company” or “us”"Offered Notes"[or the "Notes"]) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017Depositor, __________________, as subsequently amended or replaced from time to time owner trustee (“the Law”)"Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto issuance and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision sale of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude Offered Notes as contemplated in this Agreement, but instead our communication is done through a websitethe Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as over indenture trustee (the telephone"Indenture Trustee"), or by
1.8. Physical signature and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Agreement is not required but if you wish Trust. Ford Credit will sell the Exchange Note to have it signed you may print it the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and sign two copies the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.Trust under a servicing agreement (the
Appears in 2 contracts
Sources: Underwriting Agreement (CAB East LLC), Underwriting Agreement (CAB East LLC)
Introduction. 1.1Nordic Investment Bank (“NIB”) confirms its agreement with each of you with respect to the issue and sale from time to time by NIB of its Medium-Term Notes, Series D, Due Not Less Than Nine Months from Date of Issue, in an aggregate initial public offering price or purchase price of up to $10,000,000,000 (or the equivalent thereof in other currencies or composite currencies). This Agreement is entered by To the extent Notes sold in the United States are not offered and between Growell Capital Ltd sold only to institutions which such Agent reasonably believes are “accredited investors” (hereinafter called “Institutional Accredited Investors”) within the meaning of Rule 501 under the United States Securities Act of 1933, as amended (the “Company” or “usSecurities Act”) on that are also “qualified institutional buyers” as defined under Rule 144A under the one part and the client Securities Act (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youQIBs”) on in accordance with Rule 144A under the other part on Securities Act (such notes herein referred to as “144A Notes”), such Notes are limited to the current date as set out herein below on principal amount of securities registered with the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (the “CySECCommission”) on the Registration Statement (as defined below), which amount is subject to reduction as a Cyprus Investment Firm result of the sale of other securities of NIB registered under such Registration Statement (CIFsuch notes herein referred to as “Registered Notes”) (the Registered Notes and the 144A Notes are herein referred to offer certain Investment collectively as the “Notes”). The Notes will be issued in accordance with a fiscal agency agreement, dated as of the date hereof (the “Fiscal Agency Agreement”), between NIB and Ancillary Services Citibank, N.A., as fiscal agent (the “Fiscal Agent”). For the purposes of this Agreement, the term “agent” shall refer to any of you acting solely in your capacity as Agent for NIB pursuant to Section 3(a) and Activities not as principal (collectively, the “Agents”), the term “Purchaser” shall refer to any one of you acting solely in your capacity as principal pursuant to Section 9 and not as Agent, and the term “you” shall refer to you collectively without regard to whether at any time any of you is acting in both such capacities or in either such capacity. The Registered Notes shall be denominated in the currencies or currency units and have terms set forth in the Prospectus referred to in Section 2(a)(i), as it may be supplemented from time to time, including supplements to the Prospectus Supplement in preliminary form (each, a “Preliminary Pricing Supplement”) or final form (each, a “Final Pricing Supplement”) (together, a “Pricing Supplement”) describing a Registered Note by specifying the principal or face amount, issue price, maturity, interest rate, interest payment dates, record dates, redemption or repayment provisions, and other similar terms of a particular Registered Note sold pursuant hereto or the offering thereof. The term “issuer free writing prospectus”, as defined in Rule 433 under the Investment Services Securities Act relating to the Registered Notes is hereinafter called an “Issuer Free Writing Prospectus” (which term, for the avoidance of a doubt, shall also include any Final Term Sheets (as defined in Section 5(b)(i))). Each issue of 144A Notes (each issue of Notes, whether registered or unregistered, being herein referred to as a “Tranche”) shall be denominated in the currencies or currency units and Activities have terms set forth in the 144A Prospectus referred to in Section 2(b)(i) describing such Tranche of 144A Notes by specifying the principal or face amount, issue price, maturity, interest rate, interest payment dates, record dates, redemption or repayment provisions, selling restrictions and Regulated Markets Law other similar terms of 2017 L.87(I)/2017such Tranche of 144A Notes sold pursuant hereto or the offering thereof. The Notes will be issued, as subsequently amended or replaced and the terms thereof established, from time to time (“by NIB in accordance with the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Fiscal Agency Agreement together with its Appendix 1, any Appendix added thereto and the following documents Procedures (as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”defined in Section 3(f) sets out the terms upon which the Company will offer Services to the Client under this Agreementhereof). It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it The Notes will be deemed that you have read and understood the information on our Websiteissued only in registered form. Bearer notes will not be issued.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Selling Agency Agreement (Nordic Investment Bank), Selling Agency Agreement (Nordic Investment Bank)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd amended term sheet (hereinafter called this “Term Sheet”)1 describes the terms of a restructuring (the “Company” or “usRestructuring”) on the one part and the client of: (which may be a) Legacy Reserves Inc., a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission Delaware corporation (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawLegacy Reserves”); (b) Legacy Reserves GP, with CIF license number 314/13. It is registered in LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Operating GP LLC, a Delaware LLC; (g) Legacy Reserves Energy Services LLC, a Texas LLC; (h) Legacy Reserves Services LLC, a Texas LLC; (i) Legacy Reserves Marketing LLC, a Texas LLC; (j) Dew Gathering LLC, a Texas LLC; and (k) Pinnacle Gas Treating LLC, a Texas LLC (the Republic of Cyprus under the Companies Law Cap. 113foregoing clauses (a) through (k), with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethercollectively, the “AgreementCompany Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Restructuring will be accomplished through the commencement of cases (the “Chapter 11 Cases”) sets out under chapter 11 of title 11 of the terms upon which United States Code (the Company will offer Services “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the Client under this chapter 11 plan of reorganization described herein (the “Plan”). This Term Sheet is being agreed to in connection with entry by the Debtors and the Supporting Creditors into that certain Amended & Restated Restructuring Support Agreement. It will govern, the rights and obligations dated as of both Parties and also include important information which we are required June 13, 2019 (as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesmay be amended, you are consenting unreservedly and unconditionally supplemented or modified pursuant to the terms thereof, the “RSA”). Pursuant to the RSA, the parties thereto have agreed to support the transactions contemplated therein and conditions of all herein. 1 Unless otherwise indicated herein, capitalized terms used but not otherwise defined in this Term Sheet have the above mentioned documents which form meanings ascribed to such terms as set forth in Exhibit A to this Term Sheet or the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteRSA, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellapplicable.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 20__-_ Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20__-_ Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan Corp), Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawDepositor”), with CIF license number 314/13. It is registered in wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Republic of Cyprus under the Companies Law Cap. 113Class A-1[a], with registration number HE314852. Its registered office is at Arc. [Class A-1b,] Class A-2[a], [Class A-2b,] Class ▇▇▇▇▇▇▇▇ ▇ ▇-▇, ▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇ A, Office 14[Class B] and [Class C] Notes (together, 4003 Limassolthe “Offered Notes” [or “Notes”]) described in the Terms Annex attached to this agreement (this agreement, Cyprusincluding the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, the “Notes”). The Class B and Class C Notes will initially be retained by the Depositor.
1.3] The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. This Client Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) sets out as described in the terms upon Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd term sheet (hereinafter called this “Term Sheet”)1 describes the terms of a restructuring (the “Company” or “usRestructuring”) on the one part and the client of: (which may be a) Legacy Reserves Inc., a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission Delaware corporation (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawLegacy Reserves”); (b) Legacy Reserves GP, with CIF license number 314/13. It is registered in LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Services LLC, a Texas LLC; (g) Legacy Reserves Energy Services, LLC, a Texas LLC; (h) Legacy Reserves Services, Inc., a Delaware corporation; (i) Dew Gathering LLC, a Texas LLC; and (j) Pinnacle Gas Treating LLC, a Texas LLC (the Republic of Cyprus under the Companies Law Cap. 113foregoing clauses (a) through (j), with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethercollectively, the “AgreementCompany Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Restructuring will be accomplished through the commencement of cases (the “Chapter 11 Cases”) sets out under chapter 11 of title 11 of the terms upon which United States Code (the Company will offer Services “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the Client under this chapter 11 plan of reorganization described herein (the “Plan”). This Term Sheet is being agreed to in connection with entry by the Debtors and the Supporting Creditors into that certain Restructuring Support Agreement. It will govern, the rights and obligations dated as of both Parties and also include important information which we are required June 10, 2019 (as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesmay be amended, you are consenting unreservedly and unconditionally supplemented or modified pursuant to the terms thereof, the “RSA”). Pursuant to the RSA, the parties thereto have agreed to support the transactions contemplated therein and conditions of all herein. 1 Unless otherwise indicated herein, capitalized terms used but not otherwise defined in this Term Sheet have the above mentioned documents which form meanings ascribed to such terms as set forth in Exhibit A to this Term Sheet or the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteRSA, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellapplicable.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Supplement (hereinafter called this "Supplement") dated January 1, 2014 supplements the “Company” or “us”) on information previously provided in the one part and Confidential Private Offering Memorandum, dated December 2009 with respect to NT Alpha Strategies Fund (the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017"Fund"), as subsequently amended or replaced supplemented from time to time (together, the "Offering Memorandum"). This Supplement should be read together with the Offering Memorandum and the Subscription Booklet for the Fund. Capitalized terms used in this Supplement that are not otherwise defined shall have the meaning given to such terms in the Offering Memorandum. Effective January 1, 2014, Northern Trust Investments, Inc. (“the LawNTI”), with CIF license number 314/13. It is registered in a subsidiary of Northern Trust Corporation, assumed the Republic responsibilities of Cyprus The Northern Trust Company of Connecticut (“NTCC”), a subsidiary of Northern Trust Corporation, as Investment Manager under the Companies Law Capinvestment management agreement between the Fund and NTCC (the "Investment Management Agreement"). 113NTI also assumed the responsibilities of NTCC as the Investment Manager of the Feeder Funds under the investment management agreements between NTCC and Caledonian Trust (Cayman) Limited, with registration number HE314852on behalf of each of the Feeder Funds. Its NTI is a state bank organized under the laws of the State of Illinois and a registered office is at Arcinvestment adviser under the Investment Advisers Act of 1940, as amended. ▇▇▇▇▇▇▇▇ ▇ ▇▇The fees payable by the Fund and the Feeder Funds under the Investment Management Agreement, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3the personnel who manage the Fund and the Feeder Funds and the services provided to the Fund and the Feeder Funds remain unchanged as a result of the assumption of these responsibilities. This Client Agreement together with its Appendix 1, any Appendix added thereto Supplement amends the Offering Memorandum accordingly. This Supplement and the following documents as amended from time Memorandum and the information contained herein and therein may not be reproduced or distributed, nor may their contents be disclosed, to time titled “Summary persons who are not directly involved with a prospective investor's decision regarding the purchase of Conflicts the Units without the prior written consent of Interest Policy”the Investment Manager. By accepting delivery of this Supplement, “Commissions, Charges each investor and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereach prospective investor agrees to the foregoing. Notwithstanding anything expressed or implied in this Supplement, the “Agreement”) sets out the terms upon which the Company will offer Services Memorandum or any other Feeder Fund document to the Client under this Agreement. It will governcontrary, each investor and each prospective investor (and each employee, representative, and other agent thereof) may disclose to any and all persons, without limitation of any kind, the rights tax treatment and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally any facts that may be relevant to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision tax structure of the Services to you. Moreovertransactions contemplated thereby; provided, it will be deemed however, that you have read no investor or prospective investor (and understood the information on our Website.
1.5. For this reasonno employee, you are advised to read all the above mentioned documents which form the Agreement and representative, or other agent thereof) shall disclose any other letters information that is not relevant to understanding the tax treatment or notices sent by us carefully and make sure tax structure of such transactions (including the identity of any party or any information that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised could lead another to read our “Terms and Conditions for determine the use identity of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephoneany party), or by
1.8. Physical signature any other information to the extent that such disclosure could reasonably be expected to result in a violation of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellany applicable securities law.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Credit Agreement (NT Equity Long/Short Strategies Fund), Credit Agreement (NT Alpha Strategies Fund)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the client Class C Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold under a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”), between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. Ford Credit will sell the Receivables to offer certain Investment the Depositor under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and Ancillary Services the Depositor will sell the Receivables to the Trust under a sale and Activities servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in that capacity, the “Servicer”) will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”), among Ford Credit, the Trust and Regulated Markets Law the Indenture Trustee. In order to perfect the security interest of 2017 L.87(I)/2017the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”) sets out the terms upon which the Company will offer Services ). If, subsequent to the Client under this Agreement. It will governinitial Time of Sale, the rights Depositor and obligations the Representatives determine that the original Time of both Parties and also include important information which we are required as Sale Information included an authorized Cyprus Investment Firm untrue statement of material fact or omitted to provide state a material fact necessary in order to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesmake the statements therein, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision light of the Services circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to you. Moreoverterminate their initial Contracts of Sale and enter into new Contracts of Sale, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.then the
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2015-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2015-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawDepositor”), with CIF license number 314/13. It is registered in wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Republic of Cyprus under the Companies Law Cap. 113Class A-1, with registration number HE314852. Its registered office is at Arc. Class A-2[a], [Class A-2b,] Class ▇▇▇▇▇▇▇▇ ▇ ▇-▇, ▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇ A, Office 14[Class B] and [Class C] Notes (together, 4003 Limassolthe “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, Cyprusincluding the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, the “Notes”). The Class B and Class C Notes will initially be retained by the Depositor.
1.3] The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. This Client Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) sets out as described in the terms upon Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the client Class C Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-D)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2019-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a second amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2019-C)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2013-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2017-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-A)
Introduction. 1.1Each of Ford Credit Floorplan Corporation, a Delaware corporation, ("FCF Corp" or a "Depositor")) and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). This Agreement is entered The Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a trust agreement (the "Trust Agreement") between the Depositors, The Bank of New York, as owner trustee (the "Owner Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Growell Capital Ltd Ford Credit and FCF LLC, each as further described in the Terms Annex, and in turn transferred by each Depositor to the Issuer and serviced for the Issuer by Ford Credit (hereinafter in such capacity, the "Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Notes will be issued in an aggregate principal amount of $2,250,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2006-4 supplement to the Base Indenture, to be dated as of June 1, 2006 (the "Indenture Supplement"), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the "Administration Agreement"), among Ford Credit, as administrator (in such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), among Ford Credit and the Representatives and the Basic Documents are collectively called the “Company” or “us”) on "Transaction Documents". Capitalized terms used herein and not otherwise defined have the one part and meanings given them in the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Transaction Documents. The Company is authorized Depositors have prepared and regulated by filed with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act") and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time (“the Law”), in accordance with CIF license number 314/13. It is registered in the Republic of Cyprus Rule 415 under the Companies Law CapSecurities Act. 113, with The registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websitestatement, as over the telephoneamended, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed has been declared effective by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.the
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-4)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 20 - Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20 - Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer certain Investment Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and Ancillary Services assignment agreement (the “Sale and Activities Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2019-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law Depositor, The Bank of 2017 L.87(I)/2017New York Mellon, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes, the “Notes”). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “the LawIndenture Trustee”), and will be secured by (i) the 2019-A Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CIF license number 314/13CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. It is registered Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2019-A Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of Cyprus the leases allocated to the 2019-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Indenture, 4003 Limassolthe Credit and Security Agreement, Cyprusthe Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-208514), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2019-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2016-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-A)
Introduction. 1.1Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC”), propose to sell to the Underwriters listed on Schedule I hereto (the “Underwriters”):
(a) $2,226,791,000 principal amount of Series 2005-1 Class A Floating Rate Asset Backed Notes (the “Class A Notes”); and
(b) $73,209,000 principal amount of Series 2005-1 Class B Floating Rate Asset Backed Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”), in each case issued by Ford Credit Floorplan Master Owner Trust A (the “Issuer”). This FCF Corp and FCF LLC are sometimes referred to in this Underwriting Agreement jointly as the “Transferors” and each individually as a “Transferor”. The Issuer is entered a Delaware statutory trust formed pursuant to a trust agreement dated as of June 29, 2001 among the Transferors, The Bank of New York, a New York banking corporation as owner trustee (the “Owner Trustee”), and The Bank of New York (Delaware), a Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”), as amended by an amended and restated trust agreement dated as of August 1, 2001 by and between Growell Capital Ltd among the Transferors, the Owner Trustee and the Delaware Trustee (hereinafter called the “Company” or Trust Agreement”). Each Note will represent an obligation of the Issuer and will be secured by assets of the Issuer (as hereinafter described). The assets of the Issuer include, among other things, a pool of dealer floorplan receivables (the “usReceivables”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and light-duty truck inventory and the Related Security and certain monies due thereunder on or after the close of business on May 31, 2005 (the “Series Cutoff Date”). The assets of the Issuer as of the Series Cutoff Date also include an interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“the LawIn-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), with CIF license number 314/13. It is registered in the Republic to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to an amended and restated sale and assignment agreement between Ford and Ford Credit dated as of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix June 1, any Appendix added thereto 2001 (the “Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to each Transferor pursuant to an amended and restated receivables purchase agreement between Ford Credit and the following documents applicable Transferor dated as amended from time to time titled “Summary of Conflicts of Interest Policy”December 19, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” 2002 (all together, the “Receivables Purchase Agreements”), and in turn transferred by each Transferor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) pursuant to an amended and restated transfer and servicing agreement dated as of December 19, 2002 among the applicable Transferor, the Servicer and the Issuer (together, the “Transfer and Servicing Agreements”). The Notes will be issued in an aggregate principal amount of $2,300,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the “Base Indenture”), between the Issuer and JPMorgan Chase Bank, National Association, formerly known as The Chase Manhattan Bank, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2005-1 supplement to the Base Indenture, to be dated as of June 7, 2005 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the “Administration Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern), among Ford Credit, as administrator (in such capacity, the rights “Administrator”), the Indenture Trustee and obligations of both Parties the Issuer. This Underwriting Agreement, the indemnification agreement dated June 7, 2005 (the “Indemnification Agreement”), among Ford Credit and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesthe Representatives, you are consenting unreservedly the Sale and unconditionally to Assignment Agreement, the terms Receivables Purchase Agreements, the Transfer and conditions of all Servicing Agreements, the above mentioned documents which form Indenture, the Trust Agreement and it means that the Administration Agreement are referred to herein, collectively, as the “Transaction Documents.” Capitalized terms used herein and not otherwise defined have the meanings given them in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our WebsiteTransaction Documents.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2005-1)
Introduction. 1.1Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Credit, as sole member (such Agreement, the "Limited Liability Company Agreement"), proposes to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representative or representatives (in either case, the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). This Agreement is entered The Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"), and will be secured by a pool of motor vehicle retail installment sale contracts for new and used automobiles and trucks (the "Receivables") and certain other property of the Trust. The Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") by and between Growell Capital Ltd among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (hereinafter the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust may enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively called the “Company” or “us”) on "Basic Documents." The Basic Documents, the one part Indemnification Agreement and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to faceare collectively called the "Transaction Documents.
1.2. " The Company is authorized Depositor has prepared and regulated by filed with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Act") and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes that are required to be registered with the Commission (the "Publicly Registered Notes") and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." The Depositor also has prepared an offering memorandum (an "Offering Memorandum") relating to the Class A-1 Notes exempt from registration by Section 3(a)(3) of the Act ("Exempt Notes", and the Exempt Notes together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus"), with CIF license number 314/13. It is registered in preliminary offering memorandum relating to the Republic of Cyprus under Exempt Notes (the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together"Preliminary Offering Memorandum"), the “Agreement”) sets out Prospectus or the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus, Preliminary Offering Memorandum, Prospectus or Offering Memorandum, as the case may be. At or prior to the time that you have read the Representatives first sold the Notes to investors, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and understood the information on our Website.
1.5(including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). For this reasonIf, you are advised subsequent to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use date of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a websitematerial fact necessary in order to make the statements therein, as over in the telephone, or by
1.8. Physical signature light of the Agreement is circumstances under which they were made, not required but if you wish to misleading and the Representatives advise the Depositor that they have it signed you may print it and sign two copies reformed the purchase contracts with investors of the Agreement Notes, then "Time of Sale Information" will refer to the information available to purchasers at the time of entry into the first reformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and sent them back the Terms Annex will be deemed to us. We shall keep one copy for our records and send you back be amended to include such Corrective Information in the other one signed by us as wellTime of Sale Information.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2015-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe "Publicly RegisteredNotes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe "Class A-1 Note Purchase Agreement"). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to offer certain Investment hedge its interest rate risk. Ford Credit and Ancillary Services the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively referred to as the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Act"), and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex 1 to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇subsequent to the initial Time of Sale, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Indemnification Agreement and it means that Section 7 hereof, in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-C)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and between Growell Capital Ltd Class B Notes (hereinafter called together, the “Company” or “us”"Offered Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2025-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and Activities sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "Class C Notes" and, collectively with the Offered Notes, the "Notes"). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced from time grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to time (“be entered into by the Law”)Trust, with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113Ford Credit, with registration number HE314852. Its registered office is at Arc. ▇▇as servicer, and C▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-281130), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 26, 2024 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2025-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-1 Notes (the “Class A-1 Notes”), the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a 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” and, together with the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter Class A-4 Notes, the “Client” or “youClass A Notes”) on and the other Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2015, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) to offer certain Investment identified in the Terms Annex and Ancillary Services established under a trust agreement (the “Trust Agreement”) between the Depositor and Activities an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes, the “Notes”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2015-B Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Investment Services Credit and Activities Security Agreement and Regulated Markets Law the Exchange Note Supplement and (ii) certain other property of 2017 L.87(I)/2017the Trust. The Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of October 1, 2015 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of October 1, 2015 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings, LLC (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as subsequently collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2015 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex B to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects those material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawDepositor”), with CIF license number 314/13. It is registered in wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Republic of Cyprus under the Companies Law Cap. 113Class A-1, with registration number HE314852. Its registered office is at Arc. Class A-2[a], [Class A-2b,] Class ▇▇▇▇▇▇▇▇ ▇ ▇-▇, ▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇ A, Office 14[Class B] and [Class C] Notes (together, 4003 Limassolthe “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, Cyprusincluding the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20 - , a Delaware statutory trust (the “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to be entered into by the Depositor and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, the “Notes”). The Class B and Class C Notes will initially be retained by the Depositor.
1.3. This Client Agreement ] The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by (i) the 20 - Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with its Appendix 1CAB East, any Appendix added thereto the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the following documents Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as amended servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “20 - Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 20 - Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) sets out as described in the terms upon which Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the Company will offer Services to preliminary prospectus, [together,] the Client “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under this Agreement. It will governthe Securities Act, the rights and obligations “Contracts of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that Sale”) with investors in the event Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that you are accepted by us as our Clientthe original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, you and we shall be bound by these terms and conditions which will govern in the provision light of the Services circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to you. Moreover, it will be deemed that you have read terminate their initial Contracts of Sale and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering enter into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.new Contracts of
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A Notes and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust is governed by an amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment between the Depositors and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2019-4 Notes” or replaced from time to time the “Notes”). The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the Law“Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with CIF license number 314/13the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. It is registered The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-4 Notes will be perfected under a separate account control agreement (the Companies Law Cap“Series 2019-4 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. 113The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-4 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, ▇▇, ▇-▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aand 333-227766-02), Office 14, 4003 Limassol, Cyprus.
1.3. This Client including a form of prospectus and all amendments that are required as of the date of this Agreement together with its Appendix 1, any Appendix added thereto and for the following documents as amended offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on December 4, 2018 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2017-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2017-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes, the “Notes”). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-B)
Introduction. 1.1. This The Agent Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part and the client (which may must be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted used by the Company as a client (hereinafter Purchasing Authority when placing an Order for the “Client” or “you”) on supply of Knowledge Resources through an Agent who is an appointed Provider to the other part on NICE Electronic and Print Content Framework Agreement. A full list of appointed Providers to the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. Framework can be found at: ▇▇▇▇▇://▇▇▇ ▇ ▇▇, .▇▇▇▇.▇▇▇.▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client /about/nice-communities/library-and-knowledge-services-staff/buy-books-journals-and-databases The Agent Agreement together with its Appendix 1, should be used in conjunction with: the “Call Off Order Form” and any Appendix added thereto annexes and the following documents as amended from time “Call Off Terms & Conditions” and any annexes (excluding Provider Terms); the “Agent Agreement”; the Publisher licence. the “Terms & Conditions of Contract for NICE Electronic and Print Content Framework Agreement” and any annexes; All terms in this Agent Agreement must not be altered and are non-negotiable. Where additional terms are agreed these should be set out in Annex SIX: Additional Terms” to time titled the “Summary of Conflicts of Interest PolicyCall Off Order Form”. These additional terms must not conflict with, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetheror materially change, the “Agreement”) sets out terms in: the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions of Contract for the use of the WebsiteNICE Electronic and Print Content” and any Annexes”; the “Privacy PolicyCall Off Order Form” on our Website.
1.7and any annexes; the “Call Off Terms & Conditions” and any annexes; this Agent Agreement; any Publisher enforced licensing terms. If you Where any clauses referred to in this Agent Agreement are a consumer (not relevant to the Knowledge Resource(s) purchased, the text of these clauses should be removed and not a corporate Client) replaced with the term “NOT USED”. The clause numbers must remain as per the original Agent Agreement document. Guidance Notes for purchasers [highlighted] are provided throughout this document. Defined terms In this Agreement the words and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish expressions below will be interpreted to have it signed you may print it and sign two copies of the Agreement and sent them back meanings adjacent to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree them: The following definitions should be read in conjunction with the provisions those set out in our Asset Valuation Policy.clauses 4: Defined Terms in the “Call Off Terms & Conditions” document:
Appears in 1 contract
Sources: Agent Agreement
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and between Growell Capital Ltd Class B Notes (hereinafter called together, the “Company” or “us”"Offered Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and Activities sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "Class C Notes" and, collectively with the Offered Notes, the "Notes"). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced from time grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to time (“be entered into by the Law”)Trust, with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113Ford Credit, with registration number HE314852. Its registered office is at Arc. ▇as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a 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” and, together with the Class A-2 Notes, the Class A-3 Notes and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter Class A-4 Notes, the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of April 1, 2015, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”), the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes, the Class A-1 Notes and the Class B, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer certain Investment the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and Ancillary Services an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and Activities will be secured by (i) the 2015-A Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Investment Services Credit and Activities Security Agreement and Regulated Markets Law the Exchange Note Supplement and (ii) certain other property of 2017 L.87(I)/2017the Trust. The Class B and Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of April 1, 2015 (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of April 1, 2015 (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings, LLC (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as subsequently collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of April 1, 2015 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects those material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-A)
Introduction. 1.1Asset Securitization Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $133,312,786 principal amount of Commercial Mortgage Pass-Through Certificates of the classes stated above (collectively, the "Certificates") to Nomura Securities International, Inc. (the "Underwriter"), subject to the terms and conditions set forth herein. This The Certificates have been issued pursuant to a pooling and servicing agreement (the "Pooling and Servicing Agreement") among the Company, as depositor, AMRESCO Management, Inc., as servicer (the "Servicer"), and special servicer (the "Special Servicer"), LaSalle National Bank, as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal Agent"). The Certificates evidence beneficial ownership interests in the Trust Fund (as defined in the Pooling and Servicing Agreement) consisting of a pool (the "Mortgage Pool") of 121 mortgage loans (the "Mortgage Loans"), all as described in the Prospectus (as defined below). The Mortgage Loans have been acquired by the Company from Nomura Asset Capital Corporation (the "Mortgage Loan Seller") pursuant to a Mortgage Loan Contribution, Purchase and Sale Agreement is entered (the "Purchase Agreement"), by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part Company and the client (which may be a legal entity or a natural person) who has completed Mortgage Loan Seller. This is to confirm the Account Opening Application Form and has been accepted arrangements with respect to the purchase of the Certificates by the Company Underwriter. Terms not defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Elections will be made to treat designated portions of the Trust Fund, exclusive of the Reserve Accounts, Lock Box Accounts, Cash Collateral Accounts, the Excess Interest and the Default Interest (each as defined in the Prospectus) (such portions of the Trust Fund, the "Trust REMICs"), and the Trust REMICs will qualify, as two separate "real estate mortgage investment conduits" (each, a "REMIC" or, alternatively, the "Upper-Tier REMIC" and the "Lower-Tier REMIC," respectively) within the meaning of Code Section 860D. The Reserve Accounts, the Lock Box Accounts and the Cash Collateral Accounts will be treated as beneficially owned by the respective borrowers for federal income tax purposes. The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of the Excess Interest and the Default Interest), proceeds therefrom, the Collection Account, the Distribution Account and any REO Property, and will issue (i) certain uncertificated classes of regular interests (the "Lower-Tier Regular Interests") to the Upper-Tier REMIC and (ii) the Class LR Certificates, which will represent the sole class of residual interest in the Lower-Tier REMIC. The Upper-Tier REMIC will hold the Lower-Tier Regular Interests in the Upper-Tier REMIC Distribution Account in which distributions thereon will be deposited, and will issue (i) the classes of regular interests represented by the Regular Certificates and (ii) the Class R Certificates, which will represent the sole class of residual interests in the Upper-Tier REMIC. The Class V-1 and Class V-2 Certificates will represent pro rata undivided beneficial interests in the portion of the Trust Fund consisting of Default Interest and Excess Interest in respect of the Mortgage Loans, respectively, and such portions will be treated as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2grantor trust for federal income tax purposes. The Company is authorized has prepared and regulated by filed with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm registration statement on Form S-11 (CIFRegistration No. 333-21315) to offer certain Investment and Ancillary Services and Activities covering the registration of the Certificates, under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced from time to time (“the Law”"Act"), with CIF license number 314/13. It is registered in including the Republic related preliminary prospectus, or prospectuses, and either (A) has prepared and filed an amendment to such registration statement, including a final prospectus, (B) if the Company has elected to rely upon Rule 430A ("Rule 430A") of Cyprus the rules and regulations of the Commission under the Companies Law Cap. 1131933 Act (the "Rules and Regulations"), will prepare and file a prospectus, in accordance with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇the provisions of Rule 430A and Rule 424(b) ("Rule 424(b)") of the Rules and Regulations, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto promptly after execution and the following documents as amended from time to time titled “Summary delivery of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will governThe information, if any, included in such prospectus that was omitted from the rights and obligations prospectus included in such registration statement at the time it became effective but that is deemed, pursuant to paragraph (b) of both Parties and also include important information which we are required Rule 430A, to be part of such registration statement at the time it became effective is referred to herein as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4the "Rule 430A Information". By applying for our ServicesEach prospectus used before the time such registration statement became effective, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully prospectus that omits the Rule 430A Information that is used after such effectiveness and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised prior to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.the
Appears in 1 contract
Sources: Underwriting Agreement (Asset Securitization Corp Comm Mort Pass THR Cer Ser 1997-D4)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2017-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law Depositor, The Bank of 2017 L.87(I)/2017New York Mellon, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, the “Notes”). The Class B Notes and the Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “the LawIndenture Trustee”), and will be secured by (i) the 2017-B Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CIF license number 314/13CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. It is registered Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2017-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of Cyprus the leases allocated to the 2017-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Indenture, 4003 Limassolthe Credit and Security Agreement, Cyprusthe Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-208514), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2017-B)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A Notes and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust is governed by a trust agreement (the “Trust Agreement”) to offer certain Investment between the Depositors and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2017-3 Notes” or replaced from time to time the “Notes”). The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the Law“Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with CIF license number 314/13the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. It is registered The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2017-3 Notes will be perfected under a separate account control agreement (the Companies Law Cap“Series 2017-3 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. 113The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2017-3 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, ▇▇, ▇-▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aand 333-206773-02), Office 14, 4003 Limassol, Cyprus.
1.3. This Client including a form of prospectus and all amendments that are required as of the date of this Agreement together with its Appendix 1, any Appendix added thereto and for the following documents as amended offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 24, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2018-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law Depositor, The Bank of 2017 L.87(I)/2017New York Mellon, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes, the “Notes”). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “the LawIndenture Trustee”), and will be secured by (i) the 2018-B Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CIF license number 314/13CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. It is registered Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2018-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of Cyprus the leases allocated to the 2018-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Indenture, 4003 Limassolthe Credit and Security Agreement, Cyprusthe Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-208514), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2018-B)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and between Growell Capital Ltd Class C Notes (hereinafter called together, the “Company” "Offered Notes" or “us”the "Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by a second amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced from time grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to time (“be entered into by the Law”)Trust, with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113Ford Credit, with registration number HE314852. Its registered office is at Arc. ▇as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free-writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-C)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe "Class A-1 Note Purchase Agreement"). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇subsequent to the initial Time of Sale, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-E)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”) and the client Class A-4 Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass A-4 Notes” or and, together with the Class A-2 Notes and the Class A-3 Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of February 1, 2012, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class B Notes (the “Class B Notes” and, collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to offer a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class B Notes will be sold pursuant to a note purchase agreement (the “Class B Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) and will be secured by (i) the 2012-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of February 1, 2012 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of February 1, 2012 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of February 1, 2012 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2012-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2018-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law Depositor, The Bank of 2017 L.87(I)/2017New York Mellon, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes, the “Notes”). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “the LawIndenture Trustee”), and will be secured by (i) the 2018-A Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CIF license number 314/13CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. It is registered Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2018-A Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of Cyprus the leases allocated to the 2018-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Indenture, 4003 Limassolthe Credit and Security Agreement, Cyprusthe Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-208514), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2018-A)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes and the Class A-2 Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes, the Class B Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer certain Investment Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and Ancillary Services assignment agreement (the “Sale and Activities Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”"Depositor"), with CIF license number 314/13. It is registered in wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Republic of Cyprus under the Companies Law Cap. 113Class A-1, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ Class A-2a, Class A-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (together, the "Offered Notes" or the "Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-D, a Delaware statutory trust (the "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ AFixed Income Services LLC, Office 14as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, 4003 Limassolthe Receivables Purchase Agreement, Cyprusthe Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free-writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-D)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and the Notes, other than a portion of the Class C and Class D Notes which is being retained by the Depositors (such Notes purchased by the Underwriters, the “Underwritten Notes”), will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Underwritten Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2011-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2011-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Underwritten Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Underwritten Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Underwritten Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-1)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2020-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2020-C)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and between Growell Capital Ltd Class B Notes (hereinafter called together, the “Company” or “us”"Offered Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2025-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and Activities sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "Class C Notes" and, collectively with the Offered Notes, the "Notes"). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced from time grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to time (“be entered into by the Law”)Trust, with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113Ford Credit, with registration number HE314852. Its registered office is at Arc. ▇▇as servicer, and C▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-281130), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 26, 2024 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2025-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd JPMorgan Chase & Co., a Delaware corporation (hereinafter called the “Company”), confirms its agreement with each of you (individually an “Agent” or and collectively the “usAgents”) on with respect to the one part issue and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced sale from time to time by the Company of its JPMorgan Chase Senior Notes, Series G and JPMorgan Chase Subordinated Notes, Series B registered under the registration statements referred to in Section 2 (together, the “JPMorgan Chase Notes” or the Law“Securities”), with CIF license number 314/13. It is registered The Securities will be issued (a) in the Republic case of Cyprus the JPMorgan Chase Senior Notes, under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix an Indenture dated as of December 1, any Appendix added thereto and the following documents 1989, as amended from time to time titled “Summary (as so amended and as it has been amended by the Trust Indenture Reform Act of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together1990, the “AgreementSenior Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Senior Trustee”) sets out and (b) in the case of the JPMorgan Chase Subordinated Notes, under the Amended and Restated Indenture dated as of December 15, 1992, as amended from time to time (as so amended and as it has been amended by the Trust Indenture Reform Act of 1990, the “Subordinated Indenture” and together with the Senior Indenture, the “Indentures”), between the Company and U.S. Bank Trust National Association, as successor trustee (the “Subordinated Trustee” and, together with the Senior Trustee, the “Trustees”). The Securities shall have the maturities, interest rates, redemption provisions and other terms set forth in the Prospectus referred to in Section 2(a) as such Prospectus may be supplemented from time to time. The Securities will be issued and the terms upon which thereof established from time to time by the Company will offer Services in accordance with the Indentures and the applicable Procedures (as defined in Section 3(g)). The Prospectus and each Pricing Supplement (as defined below) relating to the Client under this Agreement. It will govern, Securities being sold that is prepared by the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm Company at or prior to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision each time when sales of the Services Securities are first made (each a “Time of Sale”) are referred to you. Moreover, it will be deemed that you have read and understood as the information on our Website“Time of Sale Information”.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawDepositor”), with CIF license number 314/13. It is registered in wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Republic of Cyprus under the Companies Law Cap. 113Class A-1, with registration number HE314852. Its registered office is at Arc. Class A-2[a], [Class A-2b,] Class ▇▇▇▇▇▇▇▇ ▇ ▇-▇, ▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇ ▇▇▇▇▇ A, Office 14[Class B] and [Class C] Notes (together, 4003 Limassolthe “Offered Notes” [or the “Notes”]) described in the Terms Annex attached to this agreement (this agreement, Cyprusincluding the Terms Annex, this “Agreement”). The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”). The Trust will be governed by [an][a second] [amended and restated] trust agreement (the “Trust Agreement”) to be entered into by the Depositor and , as owner trustee (the “Owner Trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Offered Notes and the Class B Notes, the “Notes”). The Class B and Class C Notes will initially be retained by the Depositor.
1.3] The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. This Client Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) sets out as described in the terms upon Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2020-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law Depositor, The Bank of 2017 L.87(I)/2017New York Mellon, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “the LawIndenture Trustee”), and will be secured by (i) the 2020-B Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CIF license number 314/13CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. It is registered Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2020-B Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of Cyprus the leases allocated to the 2020-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Indenture, 4003 Limassolthe Credit and Security Agreement, Cyprusthe Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2020-B)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4, Class B and between Growell Capital Ltd Class C Notes (hereinafter called together, the “Company” "Offered Notes" or “us”the "Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2023-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and Activities The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced from time grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to time (“be entered into by the Law”)Trust, with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113Ford Credit, with registration number HE314852. Its registered office is at Arc. ▇▇as servicer, and C▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”) and the client Class A-4 Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass A-4 Notes” or and, together with the Class A-2 Notes and the Class A-3 Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2011, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class B Notes (the “Class B Notes” and, collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to offer a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class B Notes will initially be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) and will be secured by (i) the 2011-B Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of October 1, 2011 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of October 1, 2011 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2011 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2011-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, the “Notes”). The Class B Notes and the Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2018-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”"Depositor"), with CIF license number 314/13. It is registered in wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Republic of Cyprus under the Companies Law Cap. 113Class A-1, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ Class A-2a, Class A-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B, Class C and Class D Notes (together, the "Offered Notes" or the "Notes") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2022-A, a Delaware statutory trust (the "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and BNY Mellon Trust of Delaware, as Delaware trustee. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 2022-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2022-A Reference Pool") on behalf of the Trust under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2022-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ AFixed Income Services LLC, Office 14as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, 4003 Limassolthe Indenture, Cyprusthe Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free-writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2022-A)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A-1 Notes, Class A-2 Notes and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust is governed by an amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment between the Depositors and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2019-3 Notes” or replaced from time to time the “Notes”). The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the Law“Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with CIF license number 314/13the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. It is registered The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-3 Notes will be perfected under a separate account control agreement (the Companies Law Cap“Series 2019-3 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. 113The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-3 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, ▇▇, ▇-▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aand 333-227766-02), Office 14, 4003 Limassol, Cyprus.
1.3. This Client including a form of prospectus and all amendments that are required as of the date of this Agreement together with its Appendix 1, any Appendix added thereto and for the following documents as amended offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on December 4, 2018 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2021-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a second amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2021-A)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A Notes and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust is governed by an amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment between the Depositors and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2019-2 Notes” or replaced from time to time the “Notes”). The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the Law“Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with CIF license number 314/13the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. It is registered The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-2 Notes will be perfected under a separate account control agreement (the Companies Law Cap“Series 2019-2 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. 113The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-2 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, ▇▇, ▇-▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aand 333-227766-02), Office 14, 4003 Limassol, Cyprus.
1.3. This Client including a form of prospectus and all amendments that are required as of the date of this Agreement together with its Appendix 1, any Appendix added thereto and for the following documents as amended offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on December 4, 2018 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1[Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or [a]/[the] “Depositor”)] [and] [Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or [a]/[the] “Depositor” [and, together with FCF Corp, the “Depositors”]) propose[s] to sell the notes (the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”) through the representative or representatives (in either case, the “Representatives”) of the underwriters signing this Agreement (the “Underwriters”). The Notes will be issued by Ford Credit Floorplan Master Owner Trust , a Delaware statutory trust (the “Issuer” or the “Trust”) established under a trust agreement (the “Trust Agreement”) between the Depositor[s], a Delaware trustee (the “Delaware Trustee”) and an owner trustee (the “Owner Trustee”), and will be secured by a pool of dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. [The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a sale and assignment agreement between Ford and Ford Credit dated as of , 20 (the “Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , 20 ([together,] the “Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) pursuant to a transfer and servicing agreement dated as of , 20 among the [applicable] Depositor, the Servicer and the Issuer ([together,] the “Transfer and Servicing Agreement[s]”). The Notes will be issued in an aggregate principal amount of $ . The Notes will be issued pursuant to an indenture, dated as of , 20 (the “Base Indenture”), between the Issuer and [Indenture Trustee], as indenture trustee (the “Indenture Trustee”), as supplemented by the Series supplement to the Base Indenture, to be dated as of , 20 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an administration agreement dated as of , 20 (the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Administrator”), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Basic Documents.” This Agreement is entered by Underwriting Agreement, the indemnification agreement dated , 20 (the “Indemnification Agreement”), among Ford Credit and between Growell Capital Ltd (hereinafter the Representatives and the Basic Documents are collectively called the “Company” or “usTransaction Documents”) on . Capitalized terms used herein and not otherwise defined have the one part and meanings given them in the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Transaction Documents. The Company is authorized [Depositor has]/[Depositors have] prepared and regulated by filed with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Act”) and the rules and regulations of the Commission under the Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The [Depositor also has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawAct a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Base Prospectus”, and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Act, the “Contracts of Sale”) with investors in the Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor[s] had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor[s] and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor[s] that investors of the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Indemnification Agreement and it means that Section 7 hereof, in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd GS Mortgage Securities Corp., a Delaware corporation (hereinafter called the “"Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017"), as subsequently amended or replaced from time to time proposes to issue and sell Mortgage-Backed Certificates (“"Certificates") in various series (each a "Series") and, through Trusts named in the Law”applicable Terms Agreement (as herein defined) to issue and sell Mortgaged-Backed Notes ("Notes" and collectively with the Certificates, the "Securities"), with CIF license number 314/13and, within each Series, in various classes, in one or more offerings on terms determined at the time of sale. It is registered The Certificates of each series will be issued pursuant to a pooling and servicing agreement (each, a "Pooling and Servicing Agreement") among the Company, as depositor, one or more master servicers which may include the Company and a third-party trustee (the "Trustee"), and the Notes of each Series will be issued pursuant to an indenture (each, an "Indenture" to be entered into by the Trust Fund (as defined in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto Pooling and Servicing Agreement) and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”Indenture Trustee designated therein (each, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetheran "Indenture Trustee"). Upon issuance, the “Agreement”) sets out Certificates of each series will evidence undivided interests in the terms upon which the Company will offer Services to the Client under this Agreement. It will governTrust Fund established for such series containing mortgages or, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that the Trust Fund, or a portion thereof, constitutes the upper tier of a two-tier real estate mortgage investment conduit ("REMIC"), the Trust Fund may contain interests issued by a lower tier trust which will contain mortgages, all as described in the Prospectus (as defined below) Upon issuance the Notes of each Series will evidence binding debt obligations of the Company secured by a pool of mortgages, all as described in the relevant Prospectus Supplement (as defined below). Terms used herein but not otherwise defined herein which are defined in the Pooling and Servicing Agreement shall have the meanings ascribed to them in the Pooling and Servicing Agreement. Terms used herein but not otherwise defined herein which are defined in the Indenture shall have the meanings ascribed to them in the Indenture. Whenever the Company determines to make an offering of a Series of Securities (an "Offering") through you are accepted or an underwriting syndicate managed or co-managed by us as our Clientyou, it will offer to enter into an agreement ("Terms Agreement") providing for the sale of such Securities to, and the purchase and offering thereof by, you and we such other co-managers and underwriters, if any, which have been selected by you and have authorized you to enter into such Terms Agreement and other related documentation on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of Securities or as a co-manager or as a member of an underwriting syndicate). The Terms Agreement relating to each Offering shall specify the principal amount of Securities to be issued and their terms not otherwise specified in the Pooling and Servicing Agreement or the Indenture, the price at which either the Certificates are to be purchased by each of the Underwriters from the Company or the Notes are to be purchased by each of the Underwriters from the Trust Fund and the initial public offering price or the method by which the price at which the Certificates or the Notes are to be sold will be determined. The Terms Agreement, which shall be bound substantially in the form of Exhibit A hereto for Certificates and substantially in the form of Exhibit B hereto for Notes, may take the form of an exchange of any standard form of written telecommunication between you and the Company. Each Offering governed by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteas supplemented by the applicable Terms Agreement, as over shall inure to the telephone, or by
1.8. Physical signature benefit of and be binding upon the Company and each of the Agreement is not required but if you wish to have it signed you may print it and sign two copies Underwriters participating in the Offering of the Agreement and sent them back to ussuch Securities. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree The Company hereby agrees with the provisions set out in our Asset Valuation Policy.Underwriters as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Gs Mortgage Securities Corp)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell 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”), the Class C Notes (the “Class C Notes”) and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass D Notes” or and, together with the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of March 1, 2013, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, together with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2013-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of March 1, 2013 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of March 1, 2013 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of March 1, 2013 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2013-A)
Introduction. 1.1. This Upon the terms and subject to the conditions set forth in this Underwriting Agreement is entered by (this “Agreement”), the Trust agrees to, and between Growell Capital Ltd the Company agrees to cause the Trust to, issue and sell to the Underwriters, who are acting severally and not jointly, an aggregate liquidation amount of $25,000,000 (hereinafter called the “Company” or “usFirm Securities”) on of the one part and the client Trust’s % preferred securities (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySECPreferred Securities”) as a Cyprus Investment set forth in Schedule I hereto. The Trust also proposes to, and the Company also proposes to cause the Trust to, issue and sell to the Underwriters, at the Underwriters’ option, up to an additional $1,000,000 aggregate liquidation amount of Preferred Securities (the “Option Securities”). The term “Preferred Securities” as used herein, unless indicated otherwise, shall mean the Firm Securities and the Option Securities. The Preferred Securities and the Common Securities (CIFas defined herein) are to offer certain Investment be issued pursuant to the Amended and Ancillary Services and Activities under Restated Trust Agreement to be dated as of February , 2004 (the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the LawTrust Agreement”), with CIF license number 314/13. It is registered in among the Republic Company, as depositor, and The Bank of Cyprus New York (“Trust Company”), a banking organization organized under the Companies Law Caplaws of the State of New York, as property trustee (“Property Trustee”), and The Bank of New York (Delaware) (“Trust Delaware”), a Delaware banking corporation, as Delaware trustee (“Delaware Trustee”); ▇▇▇▇▇ ▇. 113▇▇▇▇▇▇▇▇, with registration number HE314852. Its registered office is at Arc▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇ ▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto as administrative trustees; and the following documents as amended holders from time to time titled of undivided interests in the assets of the Trust. The Preferred Securities will be guaranteed by the Company on a subordinated basis and subject to certain limitations with respect to distributions and payments upon liquidation, redemption or otherwise (the “Summary Guarantee”) pursuant to the Guarantee Agreement to be dated as of Conflicts February , 2004 (the “Guarantee Agreement”), between the Company and the Trust Company, as Trustee (the “Guarantee Trustee”). The assets of Interest Policythe Trust will consist of % junior subordinated deferrable interest debentures, due , 2034 (the “Junior Subordinated Debentures”) of the Company which will be issued under a Junior Subordinated Indenture dated as of February , 2004 (the “CommissionsIndenture”), Charges between the Company and Fees Tablethe Trust Company, as Trustee (the “Indenture Trustee”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together). Under certain circumstances, the “Agreement”) sets out Junior Subordinated Debentures will be distributable to the terms upon which holders of undivided beneficial interests in the assets of the Trust. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. MoreoverTrust’s common securities (the “Common Securities”), it and will be deemed that you have read and understood used by the information on our Website.
1.5. For this reason, you are advised Trust to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into purchase an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use equivalent amount of the Website” and “Privacy Policy” on our WebsiteJunior Subordinated Debentures.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation ("FCF Corp" or a "Depositor"), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called "FCF LLC" or a "Depositor" and, together with FCF Corp, the “Company” or “us”) on "Depositors"), propose to sell the one part Class A-1 Notes and the client Class A-2 Notes (which may be a legal entity or a natural persontogether, the "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The rules of usage specified in the Transaction Documents will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") among the Depositors and an owner trustee and Delaware trustee (the "Owner Trustee") identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes", the "Class C Notes" and the "Class D Notes", respectively, and collectively with the Publicly Registered Notes, the "Notes"). The Class B Notes, the Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued pursuant to an indenture (the "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (CIFthe "Receivables") and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("MOTB"). References herein to offer certain Investment the Receivables include the Receivables held by the Trust both directly and Ancillary Services indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), pursuant to a sale and Activities assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit (in such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer and Servicing Agreement"), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the "Back-up Servicing Agreement"), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇subsequent to the initial Time of Sale, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositors and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2010-5)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Each of Ford Credit Floorplan Corporation, a Delaware corporation (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity "FCF Corp" or a natural person"Depositor"), and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the Class A Notes (the "Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The rules of usage specified in the Transaction Documents will apply to this Agreement. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York's list of TALF Agents who are either primary dealers or broker-dealers who have been specially designated by the Federal Reserve Bank of New York (a "TALF Agent"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various TALF Agents party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, such Underwriter not only in such capacity but also in its capacity as a Cyprus Investment Firm TALF Agent and as a signatory to the MLSA. The Notes will be issued by a Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") among the Depositors and an owner trustee and Delaware trustee (the "Owner Trustee") identified in the Terms Annex. The Notes will be issued pursuant to offer an indenture (the "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Receivables") and the Related Security and certain Investment monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("MOTB"). References herein to the Receivables include the Receivables held by the Trust both directly and Ancillary Services indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), pursuant to a sale and Activities assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit (in such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer and Servicing Agreement"), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the "Back-up Servicing Agreement"), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇subsequent to the initial Time of Sale, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositors and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7 hereof, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2009-2)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Floorplan Corporation, a Delaware corporation (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity "FCF Corp" or a natural person"Depositor"), and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), propose to sell the Class A[-1[ and Class A-2]][, Class B, Class C and Class D] Notes (together, the "Offered Notes" [or "Notes"]) who has completed described in the Account Opening Application Form and has been accepted by Terms Annex attached to this agreement (this agreement, including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Trust"). The Trust is governed by a second amended and restated trust agreement (the "Trust Agreement") between the Depositors and ___________, as owner trustee (the "Owner Trustee"). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes"), the Class C Notes (the "Class C Notes") and the Class D Notes (the "Class D Notes" and, collectively with the Offered Notes, the Class B Notes and the Class C Notes], the "Series 20__-_ Notes" or the "Notes"). The [Class B, Class C and Class D] Notes will initially be retained by the Depositors.] The Notes will be issued under a Cyprus Investment Firm second amended and restated indenture (CIFthe "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") each between the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the "Receivables") and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles ("In-Transit Receivables") have been or will be sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Credit under a sale and assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a "Sale and Servicing Agreement") between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the "Back-up Servicing Agreement") among the Depositors, Ford Credit, the Trust and _______________, as back-up servicer (the "Back-up Servicer")]. Ford Credit also acts as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") between Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts is perfected under an account control agreement (the "Account Control Agreement") among the Trust, as grantor, the Indenture Trustee, as secured party, and ___________________, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20__-_ Notes will be perfected under a separate account control agreement (the "Series 20__-_ Account Control Agreement") to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and ___________________, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") among the Trust, Ford Credit, as servicer, and Ancillary Services _____________, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20__-_ Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-________), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on ______, 20__ (“as amended at the Law”time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under "Time of Cyprus Sale Information" [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the "Supplement") as described in the Terms Annex under "Time of Sale Information"] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Companies Law Cap. 113Securities Act, the "Contracts of Sale") with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇investors in the Offered Notes, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Awhich time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositors prepared the Preliminary Prospectus and the following documents information (including any "free-writing prospectus," as amended from time to time titled “Summary defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” Sale Information" (all togethercollectively, the “Agreement”) sets out "Time of Sale Information"). If, after the terms upon which the Company will offer Services to the Client under this Agreement. It will governinitial Time of Sale, the rights Depositors and obligations the Representatives determine that the original Time of both Parties and also include important information which we are required as Sale Information included an authorized Cyprus Investment Firm untrue statement of material fact or omitted to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.state
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer certain Investment Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and Ancillary Services assignment agreement (the “Sale and Activities Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Massachusetts RRB Special Purpose Trust 2005-1, a Delaware statutory trust to be formed (hereinafter called the “Company” or Trust”), will sell to the underwriters named in Schedule II hereto (the “usUnderwriters”), for whom you (the “Representatives”) on are acting as representatives, the one part principal amount of Massachusetts RRB Special Purpose Trust 2005-1 Rate Reduction Certificates identified in Schedule I hereto (the “Certificates”). If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule II hereto, then the terms “Underwriters” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms. The Trust will be formed pursuant to a Declaration of Trust to be dated prior to the Closing Date (as hereinafter defined) (the “Declaration of Trust”), by The Bank of New York (Delaware), as Delaware Trustee (the “Delaware Trustee”), and the client Massachusetts Development Finance Agency, which does business as MassDevelopment and the Massachusetts Health and Educational Facilities Authority (which may each an “Agency,” and, collectively, the “Agencies”), acting jointly as settlors thereunder pursuant to Chapter 164 of the Massachusetts Acts of 1997 (the “Statute”). The Certificates will be issued pursuant to a legal entity or Certificate Indenture dated as of [?], 2005 (the “Certificate Indenture”), between the Trust, the Delaware Trustee and The Bank of New York, as Certificate Trustee (the “Certificate Trustee”). The assets of the Trust will consist solely of (i) the BEC Funding II, LLC Notes (the “BEC Notes”), issued by BEC Funding II, LLC, a natural personDelaware limited liability company (the “BEC Note Issuer”), and the payments received with respect thereto and (ii) who has completed the Account Opening Application Form CEC Funding, LLC Notes (the “CEC Notes” and has been accepted together with the BEC Notes, the “Notes”), issued by CEC Funding, LLC, a Delaware limited liability company (the “CEC Note Issuer,” and together with the BEC Note Issuer, the “Note Issuers”), and the payments received with respect thereto. The BEC Notes will be issued pursuant to a Note Indenture dated as of [·], 2005 (the “BEC Note Indenture”), between the BEC Note Issuer and The Bank of New York, as Note Trustee (the “Note Trustee”), and purchased by the Company Trust pursuant to a Note Purchase Agreement, dated as a client of [·], 2005 (hereinafter the “ClientBEC Note Purchase Agreement”), between the BEC Note Issuer and the Trust. The CEC Notes will be issued pursuant to a Note Indenture, dated as of [·], 2005 (the “CEC Note Indenture,” or and together with the BEC Note Indenture, the “youNote Indentures”) on ), between the other part on CEC Note Issuer and the current date as set out herein below on the signature page further below if signed in person Note Trustee, and purchased by the parties hereto or on Trust pursuant to a Note Purchase Agreement, dated as of [·], 2005 (the date on which we accept you as our Client if this Agreement is entered into without meeting face “CEC Note Purchase Agreement,” and together with the BEC Note Purchase Agreement, the “Note Purchase Agreements”), between the CEC Note Issuer and the Trust. Each Class of Certificates will correspond to face.
1.2a Class of BEC Notes and to a Class of CEC Notes and will represent fractional undivided beneficial interests in such underlying Classes of Notes and the proceeds thereof. The Company is authorized Notes will be secured primarily by, and regulated by will be payable from, the Cyprus Securities and Exchange Commission Transition Property of each Note Issuer described in the Issuance Advice Letter. Boston Edison Company, a Massachusetts corporation (“CySECBoston Edison”) ), will sell its Transition Property to the BEC Note Issuer pursuant to a Transition Property Purchase and Sale Agreement dated as a Cyprus Investment Firm of [·], 2005 (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017“BEC Sale Agreement”), between Boston Edison, as subsequently seller, and the BEC Note Issuer. Commonwealth Electric Company, a Massachusetts corporation (“Commonwealth Electric,” and with Boston Edison, the “Companies”), will sell its Transition Property to the CEC Note Issuer pursuant to a Transition Property Purchase and Sale Agreement dated as of [·], 2005 (the “CEC Sale Agreement,” and together with the BEC Sale Agreement, the “Sale Agreements”), between Commonwealth Electric, as seller, and the CEC Note Issuer. The Transition Property sold pursuant to the BEC Sale Agreement will be serviced pursuant to a Transition Property Servicing Agreement dated as of [·], 2005 (as amended or replaced and supplemented from time to time (time, the “the LawBEC Servicing Agreement”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113between Boston Edison, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇as servicer, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents BEC Note Issuer, and the Transition Property sold pursuant to the CEC Sale Agreement will be serviced pursuant to a Transition Property Servicing Agreement dated as of [·], 2005 (as amended and supplemented from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethertime, the “CEC Servicing Agreement”) sets out ,” and together with the terms upon which the Company will offer Services to the Client under this BEC Servicing Agreement. It will govern, the rights “Servicing Agreements”), between Commonwealth Electric, as servicer, and obligations of both Parties the CEC Note Issuer. Capitalized terms used and also include important information which we are required as an authorized Cyprus Investment Firm not otherwise defined herein shall have the respective meanings given to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that them in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our WebsiteNote Indenture.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1Each of Ford Credit Floorplan Corporation, a Delaware corporation, ("FCF Corp" or a "Depositor")) and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), propose to sell the notes (the "Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). This Agreement is entered The Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a trust agreement (the "Trust Agreement") between the Depositors, The Bank of New York, as owner trustee (the "Owner Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Growell Capital Ltd Ford Credit and FCF LLC, each as further described in the Terms Annex, and in turn transferred by each Depositor to the Issuer and serviced for the Issuer by Ford Credit (hereinafter in such capacity, the "Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Notes will be issued in an aggregate principal amount of $1,500,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2006-3 supplement to the Base Indenture, to be dated as of June 1, 2006 (the "Indenture Supplement"), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the "Administration Agreement"), among Ford Credit, as administrator (in such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), among Ford Credit and the Representatives and the Basic Documents are collectively called the “Company” or “us”) on "Transaction Documents". Capitalized terms used herein and not otherwise defined have the one part and meanings given them in the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Transaction Documents. The Company is authorized Depositors have prepared and regulated by filed with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act") and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time (“the Law”), in accordance with CIF license number 314/13. It is registered in the Republic of Cyprus Rule 415 under the Companies Law CapSecurities Act. 113, with The registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websitestatement, as over the telephoneamended, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed has been declared effective by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.the
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-3)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), propose to sell the Class A Notes and Class B Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust is governed by a trust agreement (the “Trust Agreement”) to offer certain Investment between the Depositors and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2018-2 Notes” or replaced from time to time the “Notes”). The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the Law“Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with CIF license number 314/13the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. It is registered The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2018-2 Notes will be perfected under a separate account control agreement (the Companies Law Cap“Series 2018-2 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. 113The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2018-2 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, ▇▇, ▇-▇▇▇▇▇▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aand 333-206773-02), Office 14, 4003 Limassol, Cyprus.
1.3. This Client including a form of prospectus and all amendments that are required as of the date of this Agreement together with its Appendix 1, any Appendix added thereto and for the following documents as amended offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 24, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2013-3 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-3 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and between Growell Capital Ltd Class B Notes (hereinafter called together, the “Company” or “us”"Offered Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2024-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by a second amended and restated trust agreement (the "Trust Agreement") to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law Depositor, The Bank of 2017 L.87(I)/2017New York Mellon, as subsequently amended or replaced from time owner trustee (the "Owner Trustee") and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "Class C Notes") and Class D Notes (the "Class D Notes" and, collectively with the Class C Notes and the Offered Notes, the "Notes"). The Class C Notes and Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the "Indenture") to time be entered into by the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (“the Law”"Indenture Trustee"), and will be secured by (i) the 2024-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CIF license number 314/13CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. It is registered Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2024-A Reference Pool") on behalf of the Trust under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Republic Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of Cyprus the leases allocated to the 2024-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113"Asset Representations Review Agreement") to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇▇Ford Credit, as servicer, and C▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, Office 14the Indenture, 4003 Limassolthe Credit and Security Agreement, Cyprusthe Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2024-A)
Introduction. 1.1. This Agreement Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class C Notes (the "Class C Notes" or the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is entered by attached as Annex A and between Growell Capital Ltd incorporated into and made part of this agreement (hereinafter called this agreement including the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). The term "Underwriters" as used in this Agreement will be deemed to mean the entity or several entities named in the Terms Annex. The term "Representatives" as used in this Agreement will be deemed to mean the entity or several entities countersigning this Agreement. If the Representatives are the same as the Underwriters, then each will be deemed to refer to such entity or entities. Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes were issued on the Closing Date specified in the Terms Annex by a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance of the Publicly Registered Notes, the Trust issued the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class D Notes (collectively with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes were sold pursuant to offer a note purchase agreement. The Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and Class B Notes (collectively, the "Initial Publicly Registered Notes") were sold pursuant to an underwriting agreement. The Class C Notes and the Class D Notes were initially retained by the Depositor. Each of the Notes were issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and are secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain Investment other property of the Trust. Ford Credit sold the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and Ancillary Services the Depositor sold the Receivables to the Trust pursuant to a sale and Activities servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") services the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit also acts as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary entered into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a supplement relating to the Publicly Registered Notes (the "Supplement" and, together with the prospectus supplement relating to the Initial Publicly Registered Notes attached thereto, the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇subsequent to the initial Time of Sale, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Settlement Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and between Growell Capital Ltd Class B Notes (hereinafter called together, the “Company” or “us”"Offered Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2025-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law Depositor, The Bank of 2017 L.87(I)/2017New York Mellon, as subsequently amended or replaced from time owner trustee (the "Owner Trustee") and BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "Class C Notes") and Class D Notes (the "Class D Notes" and, collectively with the Class C Notes and the Offered Notes, the "Notes"). The Class C Notes and Class D Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the "Indenture") to time be entered into by the Trust and U.S. Bank Trust Company, National Association, as indenture trustee (“the Law”"Indenture Trustee"), and will be secured by (i) the 2025-B Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CIF license number 314/13CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. It is registered Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "2025-B Reference Pool") on behalf of the Trust under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Republic Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of Cyprus the leases allocated to the 2025-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113"Asset Representations Review Agreement") to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇▇Ford Credit, as servicer, and C▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, Office 14the Indenture, 4003 Limassolthe Credit and Security Agreement, Cyprusthe Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2025-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Tellurian Inc., a Delaware corporation (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017), as subsequently amended or replaced agrees that, from time to time (“during the Law”)term of this Agreement, with CIF license number 314/13. It is registered in on the Republic of Cyprus under terms and subject to the Companies Law Cap. 113conditions set forth herein, with registration number HE314852. Its registered office is at Arcit may issue and sell through ▇. ▇▇▇▇▇▇▇▇ ▇ ▇▇Securities, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ AInc. (the “Agent”), Office 14as sales agent and/or principal, 4003 Limassolthe Company’s 8.25% Senior Notes due 2028 (the “Notes”) to be issued under an indenture dated as of November 10, Cyprus.
1.3. This Client Agreement 2021 (the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of November 10, 2021 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of November 10, 2021 (the “Second Supplemental Indenture” and, together with its Appendix 1, any Appendix added thereto the Base Indenture and the following documents First Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as amended trustee (the “Trustee”), from time to time titled during the term of this Agreement (the “Summary Placement Notes”); provided, however, that in no event shall the Company issue or sell through the Agent such number of Conflicts Placement Notes that (a) exceeds the number or dollar amount of Interest PolicyNotes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the number or dollar amount of Notes registered on the Prospectus Supplement (the lesser of (a) or (b) the “Maximum Amount”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Notes through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Notes. The Placement Notes will be issued to Cede & Co., as nominee of the Depository Trust Company (“AgreementDTC”) sets out pursuant to a blanket letter of representations to be dated on or prior to the terms upon which date hereof between the Company will offer Services to the Client under this Agreementand DTC. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it The Indenture will be deemed that you have read and understood qualified under the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use Trust Indenture Act of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website1939, as over amended (the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Trust Indenture Act”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 20__-_ Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20__-_ Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3, Class A-4 and between Growell Capital Ltd Class B Notes (hereinafter called together, the “Company” or “us”"Offered Notes") on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") as and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-B, a Cyprus Investment Firm Delaware statutory trust (CIFthe "Trust"). The Trust will be governed by an amended and restated trust agreement (the "Trust Agreement") to offer certain Investment be entered into by the Depositor and Ancillary Services U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and Activities sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "Class C Notes" and, collectively with the Offered Notes, the "Notes"). The Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and other property of the Trust. Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the "Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the "Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Investment Services Sale and Activities Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and Regulated Markets Law of 2017 L.87(I)/2017the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as subsequently amended or replaced from time grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to time (“be entered into by the Law”)Trust, with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113Ford Credit, with registration number HE314852. Its registered office is at Arc. ▇as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents.
1.3. This Client " The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and also include important the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating under an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes [and the client Class A-2b Notes] (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass A-2 Notes”), the Class A-3a Notes [and the Class A-3b Notes] (the “Class A-3 Notes”), the Class A-4a Notes [and the Class A-4b Notes ] (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”), the Class C Notes, (the “Class C Notes”), and the Class D Notes (the “Class D Notes” or and, together with the Class A-2 Notes, Class A-3 Notes, the Class A-4 Notes, the Class B Notes, and the Class C Notes (the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of _______, 20__, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, together with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer certain Investment the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under an indenture (the “Indenture”) between the Trust and Ancillary Services an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and Activities will be secured by (i) the 20__-_ Exchange Note (the “Exchange Note”) issued by the Titling Companies under the Investment Services Credit and Activities Security Agreement and Regulated Markets Law the Exchange Note Supplement and (ii) certain other property of 2017 L.87(I)/2017the Trust. Ford Credit will sell the Exchange Note to the Depositor under the First Tier Sale Agreement, dated as of _______, 20__ (the “First Tier Sale Agreement”), between Ford Credit and the Depositor. The Depositor will sell the Exchange Note to the Trust under the Second Tier Sale Agreement, dated as of _______, 20__ (the “Second Tier Sale Agreement”), between the Depositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as subsequently collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of _______, 20__ (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects those material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “CompanyDepositors”), propose to sell the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “usNotes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a Cyprus Investment Firm “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (CIFthe “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to offer perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2012-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-2)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 2021-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment and Ancillary Services and Activities under be entered into by the Investment Services and Activities and Regulated Markets Law Depositor, The Bank of 2017 L.87(I)/2017New York Mellon, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and U.S. Bank National Association, as indenture trustee (the “the LawIndenture Trustee”), and will be secured by (i) the 2021-A Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CIF license number 314/13CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. It is registered Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “2021-A Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of Cyprus the leases allocated to the 2021-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Indenture, 4003 Limassolthe Credit and Security Agreement, Cyprusthe Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2021-A)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes, the Class A-4 Notes and the client Class B Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the "Class A-1 Notes") and the Class C Notes and the Class D Notes (the "Class C Notes" and the "Class D Notes", respectively, and, collectively with the Publicly Registered Notes and the Class A-1 Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe "Class A-1 Note Purchase Agreement"). The Class C Notes and the Class D Notes will initially be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇subsequent to the initial Time of Sale, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”) on ), proposes to sell the one part Class A-1[a], [Class A-1b,] Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B] [and the client Class C] Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter together, the “Client” or Offered Notes”[or the “youNotes”]) on described in the other part on Terms Annex attached to this agreement (this agreement, including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20 - , a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by an amended and restated trust agreement (the “Trust Agreement”) to offer be entered into by the Depositor, , as owner trustee (the “Owner Trustee”) and , as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”) and the] Class C Notes (the “Class C Notes” and, collectively with the Offered Notes [and the Class B Notes], the “Notes”). The [Class B and] Class C Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the “Indenture”) to be entered into by the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by (i) the 20 - Exchange Note (the “Exchange Note”) issued by CAB East LLC (“CAB East”) and CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the “Exchange Note Sale Agreement”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the “Servicer”), will service the leases and leased vehicles allocated to the Exchange Note (the “20 - Reference Pool”) on behalf of the Trust under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 20 - Reference Pool for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and Ancillary Services , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Activities Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and Activities and Regulated Markets Law all amendments that are required as of 2017 L.87(I)/2017, as subsequently amended or replaced the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“the LawRule 424(h)”), with CIF license number 314/13. It is registered [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Republic Terms Annex under “Time of Cyprus Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherSecurities Act, the “AgreementContracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by First Mariner Bancorp, a Maryland corporation (the "Company"), proposes, upon the terms and between Growell Capital Ltd subject to the conditions set forth in this underwriting agreement (hereinafter called the “Company” or “us”this "Agreement") on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by that the Company as a client issue and sell to the several underwriters named in Schedule I hereto (hereinafter each an "Underwriter" and, collectively, the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”"Underwriters"), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. for which ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14Incorporated and Advest, 4003 LimassolInc. are acting as representatives (the "Representatives"), Cyprus.
1.3with respect to the proposed issuance and sale by the Company of 1,500,000 shares of its authorized but unissued common stock, $0.05 par value (the "Firm Securities"), the terms of which are more fully described in the Prospectus (as hereinafter defined). This Client Agreement The Company also proposes to grant to the Underwriters an option to purchase up to an additional 225,000 shares of common stock, referred to herein as the "Additional Securities" (and, together with its Appendix 1the Firm Securities, any Appendix added thereto and the following documents "Securities"), if requested by the Underwriters as provided in Section 3 hereof. Plus an option to purchase from the Company up to 225,000 additional shares to cover over-allotments. The registration statement under the Securities Act of 1933, as amended from time to time titled “Summary of Conflicts of Interest Policy”(the "Securities Act"), “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services with respect to the Client under this Agreement. It will governSecurities, as amended at the rights time it is or was declared effective by the Securities and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesExchange Commission (the "Commission") and, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us of any amendment thereto after the effective date, such registration statement as our Clientso amended (but only from and after the effectiveness of such amendment), you and we shall be bound by these terms and conditions which will govern the provision including a registration statement (if any) filed pursuant to Rule 462(b) of the Services rules and regulations of the Commission under the Securities Act (the "Securities Act Rules and Regulations") increasing the size of the offering registered under the Securities Act and information (if any) deemed to you. Moreoverbe part of the registration statement at the time of effectiveness pursuant to Rules 430A(b) and 434(d) of the Securities Act Rules and Regulations, is hereinafter called the "Registration Statement." The prospectus included in the Registration Statement at the time it will be deemed that you have read and understood is or was declared effective by the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement Commission and any other letters related prospectus supplement or notices sent by us carefully and make sure that you understand and agree supplements relating to the Securities as previously filed with them before entering into an agreement or promptly hereafter filed with us.
1.6. You are also advised the Commission pursuant to read our “Terms and Conditions for the use Rule 424(b) of the Website” Securities Act Rules and “Privacy Policy” on our Website.
1.7. If you are Regulations, is hereinafter called the "Prospectus," except that if any prospectus (including any term sheet meeting the requirements of Rule 434 of the Securities Act Rules and Regulations provided by the Company for use with a consumer prospectus subject to completion within the meaning of such Rule 434 in order to meet the requirements of Section 10(a) of the Securities Act) filed by the Company with the Commission pursuant to Rule 424(b) (and not a corporate ClientRule 434, if applicable) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is Securities Act Rules and Regulations or any other such prospectus provided to the Underwriters by the Company for use in connection with the offering of the Securities (whether or not required but if you wish to have it signed you may print it and sign two copies be filed by the Company with the Commission pursuant to Rule 424(b) of the Agreement Securities Act Rules and sent them back to us. We shall keep one copy for our records and send you back Regulations) differs from the other one signed prospectus on file at the time the Registration Statement is or was declared effective by us as well.
1.9. By applying to us to provide to you any of the ServicesCommission, you agree with the provisions set out in our Asset Valuation Policy.term
Appears in 1 contract
Introduction. 1.1. This In accordance with the terms and conditions of the Agreement is entered and Plan of Merger (the “Merger Agreement”), dated as of April 7, 2011, by and between Growell Capital Ltd among M/A-COM Technology Solutions Inc., a Delaware corporation (hereinafter called “MTS”), Optomai Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MTS (“Merger Sub”), Optomai, Inc., a Delaware corporation (the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇stockholders party thereto and ▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togetherstockholders’ agent, the undersigned hereby surrenders to the Company the certificate(s) described in Box B (the “AgreementCertificate(s)”) sets out representing the terms upon which shares of common stock of the Company will offer Services set forth on such Certificate(s) (the “Company Shares”) in exchange for cash pursuant to the Client under this Merger Agreement. It The undersigned acknowledges and agrees that the undersigned will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm only become entitled to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all receive the above mentioned documents which form consideration for the Agreement and it means that Certificate(s) surrendered hereby if the Closing (as defined in the event that you are accepted by us as our Client, you and we Merger Agreement) occurs. The surrender made hereby shall be bound by these irrevocable unless and until the Merger Agreement is terminated in accordance with its terms. Capitalized terms and conditions which will govern used but not defined herein shall have the provision meanings set forth in the Merger Agreement. By signing this Letter of Transmittal, the undersigned acknowledges that, subject to the undersigned’s right to receive the amount payable in respect of the Services Company Shares pursuant to youthe Merger Agreement, delivery of the consideration to which the undersigned is entitled under the Merger Agreement shall constitute full and complete payment in exchange for the undersigned’s Company Shares. MoreoverBY DELIVERY OF THIS LETTER OF TRANSMITTAL TO MTS, THE UNDERSIGNED HEREBY FOREVER WAIVES ANY AND ALL APPRAISAL RIGHTS UNDER DELAWARE LAW AND WITHDRAWS ALL WRITTEN OBJECTIONS TO THE MERGER AND/OR DEMANDS FOR APPRAISAL, IF ANY, WITH RESPECT TO THE COMPANY SHARES OWNED BY THE UNDERSIGNED OR OTHERWISE. THE UNDERSIGNED HEREBY FURTHER WAIVES ANY AND ALL RIGHTS TO NOTICE WITH RESPECT TO THE MERGER UNDER THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS AND APPLICABLE LAW. The undersigned understands that he, she or it will be deemed that you not have read made an acceptable delivery unless and understood until MTS receives (a) this Letter of Transmittal, or a facsimile copy hereof, duly completed and signed, (b) the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate ClientCertificate(s) and we do (c) the Stockholder Consent (as defined in the Merger Agreement). The undersigned acknowledges and agrees that, regardless of when this Letter of Transmittal is delivered to MTS, the undersigned will not meet face be entitled to face any interest on the consideration to conclude this which he, she or it is entitled under the Merger Agreement, but instead our communication is done through a website, as over . The undersigned acknowledges and agrees that if the telephone, Closing does not occur or by
1.8. Physical signature of the Merger Agreement is not required but if you wish terminated, MTS will return the Certificate(s) to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellundersigned.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Introduction. 1.1Connecticut RRB Special Purpose Trust CL&P-1, a Delaware business trust to be formed (the "Trust"), will sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of Connecticut RRB Special Purpose Trust CL&P-1 Rate Reduction Certificates identified in Schedule I hereto (the "Certificates"). This Agreement is entered If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule II hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. The Trust will be formed pursuant to a Declaration of Trust to be dated prior to the Closing Date (as hereinafter defined) (the "Declaration of Trust"), by and between Growell Capital Ltd First Union Trust Company, National Association, as Delaware Trustee (hereinafter called the “Company” or “us”) on the one part "Delaware Trustee"), and the client State of Connecticut acting through the office of the State Treasurer (which may the "Financing Authority"), acting as settlor thereunder pursuant to Connecticut General Statutes Sec 16-245e to and including 16-245k (the "Statute"). The Certificates will be issued pursuant to a legal entity or Certificate Indenture dated as of March 30, 2001 (the "Certificate Indenture"), between the Trust, the Delaware Trustee and First Union Trust Company, National Association, as Certificate Trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the CL&P Funding LLC Notes (the "Notes"), issued by CL&P Funding LLC, a natural person) who has completed Delaware limited liability company (the Account Opening Application Form "Note Issuer"), and has been accepted the payments received with respect thereto. The Notes will be issued pursuant to a Note Indenture dated as of March 30, 2001 (the "Note Indenture"), between the Note Issuer and First Union Trust Company, National Association, as Note Trustee (the "Note Trustee"), and purchased by the Company Trust pursuant to a Note Purchase Agreement dated as of March 30, 2001 (the "Note Purchase Agreement"), between the Note Issuer and the Trust. Each Class of Certificates will correspond to a client Class of Notes and will represent fractional undivided beneficial interests in such underlying Class of Notes (hereinafter and, in the “Client” or “you”case of any floating rate Class of Certificates, a swap agreement) on and the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2proceeds thereof. The Company is authorized Notes will be secured primarily by, and regulated will be payable from, the Transition Property described in the Issuance Advice Letter. Such Transition Property will be sold to the Note Issuer by The Connecticut Light and Power Company, a Connecticut corporation (the Cyprus Securities "Company"), pursuant to a Transition Property Purchase and Exchange Commission Sale Agreement dated as of March 30, 2001 (“CySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017"Sale Agreement"), between the Company, as subsequently Seller, and the Note Issuer. The Transition Property will be serviced pursuant to a Transition Property Servicing Agreement dated as of March 30, 2001 (as amended or replaced and supplemented from time to time (“time, the Law”"Servicing Agreement"), with CIF license number 314/13between the Company, as Servicer, and the Note Issuer. It is registered Capitalized terms used and not otherwise defined herein shall have the respective meanings given to them in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, CyprusNote Indenture.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1[Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or [a]/[the] “Depositor”)] [and] [Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or [a]/[the] “Depositor” [and, together with FCF Corp, the “Depositors"]) propose[s] to sell the notes (the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”) through the representative or representatives (in either case, the “Representatives”) of the underwriters signing this Agreement (the “Underwriters”). The Notes will be issued by Ford Credit Floorplan Master Owner Trust ___, a Delaware statutory trust (the “Issuer” or the “Trust”) established under a trust agreement (the “Trust Agreement”) between the Depositor[s], a Delaware trustee (the “Delaware Trustee”) and an owner trustee (the "Owner Trustee”), and will be secured by a pool of dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. [The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a sale and assignment agreement between Ford and Ford Credit dated as of , 20___ (the “Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , 20___([together,] the “Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) pursuant to a transfer and servicing agreement dated as of , 20___ among the [applicable] Depositor, the Servicer and the Issuer ([together,] the “Transfer and Servicing Agreement[s]”). The Notes will be issued in an aggregate principal amount of $ . The Notes will be issued pursuant to an indenture, dated as of , 20___ (the “Base Indenture”), between the Issuer and [Indenture Trustee], as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ___ supplement to the Base Indenture, to be dated as of , 20___ (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an administration agreement dated as of , 20___(the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Administrator”), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Basic Documents.” This Agreement is entered by Underwriting Agreement, the indemnification agreement dated , 20___(the “Indemnification Agreement”), among Ford Credit and between Growell Capital Ltd (hereinafter the Representatives and the Basic Documents are collectively called the “Company” or “usTransaction Documents”) on . Capitalized terms used herein and not otherwise defined have the one part and meanings given them in the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2Transaction Documents. The Company is authorized [Depositor has]/[Depositors have] prepared and regulated by filed with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as a Cyprus Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Act”) and the rules and regulations of the Commission under the Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The [Depositor also has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawAct a prospectus supplement relating to the Notes (the “Prospectus Supplement”), with CIF license number 314/13. It is registered The prospectus relating to the Notes in the Republic of Cyprus form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Companies Law Cap. 113, with registration number HE314852. Its registered office Act is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprusreferred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Prospectus.
1.3. This Client ” Any reference in this Agreement together with its Appendix 1to the Registration Statement, any Appendix added thereto and preliminary prospectus used in connection with the following documents as amended from time to time titled “Summary offering of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” the Notes described in the Terms Annex (all together, the “AgreementPreliminary Prospectus”) sets out or the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Prospectus will be deemed that you have read to refer to and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement include any exhibits thereto and any other letters or notices sent documents incorporated by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use reference therein, as of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a websiteeffective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you case may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as wellbe.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by has filed with the Cyprus Securities and Exchange Commission (the “CySECSEC”) a registration statement on Form S-3 (File No. 333-257399), as a Cyprus Investment Firm (CIF) amended on or prior to offer certain Investment the date hereof, relating to the Notes and Ancillary Services and Activities the offering thereof, from time to time, in accordance with Rule 415 under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended (together with the rules and regulations thereunder, the “Securities Act”). Such registration statement, including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or replaced pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), including all documents incorporated therein by reference, as from time to time amended or supplemented, is referred to herein as the “Registration Statement.” The term “Base Prospectus” shall refer to the prospectus dated , 2021 for the offering of the Notes filed as part of the Registration Statement, together with any amendment or document that supersedes or replaces such prospectus or any supplement thereto, but not including any Pricing Supplement (as defined below), any preliminary pricing supplement or any free writing prospectus (as such term is used in Rule 405 under the Securities Act). The term “Prospectus” shall refer to the Base Prospectus, together with the applicable Pricing Supplement. Any preliminary pricing supplement to the Base Prospectus that describes an issuance of the Notes and the offering thereof and that is used prior to filing of the Prospectus is called, together with the Base Prospectus, a “Preliminary Pricing Supplement.” The Registration Statement has become effective, and the Indentures have been qualified under the Trust Indenture Act of 1939, as amended (together with the rules and regulations thereunder, the “Trust Indenture Act”). All references in this Agreement to the Registration Statement, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus”).
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Floorplan Corporation, a Delaware corporation (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity "FCF Corp" or a natural person"Depositor"), and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), propose to sell the Class A-1 Notes, Class A-2 Notes, and Class B Notes (together, the "Offered Notes") who has completed described in the Account Opening Application Form and has been accepted by Terms Annex attached to this agreement (this agreement, including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Trust"). The Trust is governed by a second amended and restated trust agreement (the "Trust Agreement") between the Depositors and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "Class C Notes") and Class D Notes (the "Class D Notes" and, collectively with the Offered Notes and the Class C Notes, the "Series 2025-1 Notes" or the "Notes"). The Class C Notes and Class D Notes will initially be retained by the Depositors. The Notes will be issued under a Cyprus Investment Firm second amended and restated indenture (CIFthe "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture"), each between the Trust and The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the "Receivables") and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles ("In-Transit Receivables") have been or will be sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Credit under a sale and assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a "Sale and Servicing Agreement") between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the "Back-up Servicing Agreement") among the Depositors, Ford Credit, the Trust and Computershare Trust Company, N.A. (successor in interest to W▇▇▇▇ Fargo Bank, National Association), as back-up servicer (the "Back-up Servicer"). Ford Credit also acts as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") between Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts is perfected under an account control agreement (the "Account Control Agreement") among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2025-1 Notes will be perfected under a separate account control agreement (the "Series 2025-1 Account Control Agreement") to offer be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain Investment circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") among the Trust, Ford Credit, as servicer, and Ancillary C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Sale and Activities Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2025-1 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced from time to time the "Securities Act") a registration statement on Form SF-3 (“the Law”)Registration Nos. 333-283567, with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. 3▇▇-▇▇▇▇▇▇-▇▇ ▇ ▇▇and 333-283567-02), ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client including a form of prospectus and all amendments that are required as of the date of this Agreement together with its Appendix 1, any Appendix added thereto and for the following documents as amended offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on February 21, 2025 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “Agreement”"Registration Statement"). The Depositors also prepared and filed with the Commission according to Rule 424(h) sets out under the terms upon which Securities Act ("Rule 424(h)"), at least three business days before the Company will offer Services Time of Sale (as defined below), a preliminary prospectus relating to the Client Offered Notes as described in the Terms Annex under this Agreement. It will govern"Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the rights "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and obligations will not be before the date of both Parties this Agreement (the "Time of Sale"), the Depositors prepared the Preliminary Prospectus and also include important the other information (including any "free-writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which we are required as an authorized Cyprus Investment Firm they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Servicesterminate their initial Contracts of Sale and enter into new Contracts of Sale, you are consenting unreservedly and unconditionally then the "Time of Sale" will refer to the terms time of entry into the first new Contract of Sale and conditions the "Time of all Sale Information" will refer to the above mentioned documents which form information available to purchasers at least 48 hours prior to the Agreement time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the Website” time of entry into the initial Contract of Sale and “Privacy Policy” on our Website.
1.7"Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude "Rule 424(b)"), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well"Prospectus").
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the client Class D Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, together with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a Cyprus Investment Firm note purchase agreement (CIFthe “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to offer the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Activities Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2011-A)
Introduction. 1.1. This Agreement is entered by Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer certain Investment Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and Ancillary Services assignment agreement (the “Sale and Activities Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2014-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include the Company will offer Services to Corrective Information in the Client under this AgreementTime of Sale Information. It will governNotwithstanding the foregoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you “Time of Sale” will refer to the time of entry into the initial Contract of Sale and we shall be bound by these terms and conditions which will govern the provision “Time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions Sale Information” for the use Publicly Registered Notes to be purchased by the investor will refer to information available to the purchaser at the time of entry into the Website” and “Privacy Policy” on our Websiteinitial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2a, Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2016-C, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-C)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “CompanyDepositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), proposes to sell the Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C Notes (together, the “Offered Notes” or the “usNotes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a second amended and restated trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Republic Trust’s bank accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the Website” time of entry into the initial Contract of Sale and “Privacy PolicyTime of Sale Information” on our Website.
1.7for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. If you are a consumer The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (and not a corporate Client) and we do not meet face to face to conclude “Rule 424(b)”), within two business days after the date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-A)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Lease Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “usCertificate of Formation”) on and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the one part “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a 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”) and the client Class B Notes (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “ClientClass B Notes” or and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “youPublicly Registered Notes”) on described in the other Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part on of this agreement (this agreement including the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of March 1, 2014, among CAB East LLC (“CAB East”), as a Cyprus Investment Firm Borrower, CAB West LLC (CIF“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes”) and the Class C Notes (the “Class C Notes” and, together with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be offered pursuant to a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to offer the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by (i) the 2014-A Exchange Note (the “Exchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain Investment other property of the Trust. The Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor pursuant to the First Tier Sale Agreement, dated as of March 1, 2014 (the “First Tier Sale Agreement”), between Ford Credit and Ancillary Services the Depositor. The Depositor will sell the Exchange Note to the Trust pursuant to the Second Tier Sale Agreement, dated as of March 1, 2014 (the “Second Tier Sale Agreement”), between the Depositor and Activities the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Leases and Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of March 1, 2014 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (each, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2014-A)
Introduction. 1.1. This Agreement is entered Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by and between Growell Capital Ltd Ford Motor Credit Company LLC, a Delaware limited liability company (hereinafter called "Ford Credit"), as sole member, proposes to sell the “Company” or “us”) on Class A-2 Notes, the one part Class A-3 Notes and the client Class A-4 Notes (which may be a legal entity or a natural personthe "Publicly Registered Notes") who has completed described in the Account Opening Application Form Terms Annex (the "Terms Annex") that is attached as Annex A and has been accepted by incorporated into and made part of this agreement (this agreement including the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2"Agreement"). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (“CySEC”the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Underwriters, other than Scotia Capital (USA) Inc., is a financial institution appearing on the Federal Reserve Bank of New York's list of TALF Agents who are either primary dealers or broker-dealers who have been specially designated by the Federal Reserve Bank of New York (a "TALF Agent"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various TALF Agents party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, such Underwriter not only in such capacity but also in its capacity as a Cyprus Investment Firm TALF Agent and as a signatory to the MLSA. The Publicly Registered Notes will be issued by a Delaware statutory trust (CIFthe "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes and the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to offer a note purchase agreement (the "Class A-1 Note Purchase Agreement"). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") and will be secured by a pool of retail installment sale contracts for new and used cars and light trucks (the "Receivables") and certain Investment other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") and Ancillary Services the Depositor will sell the Receivables to the Trust pursuant to a sale and Activities servicing agreement (the "Sale and Servicing Agreement"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)") under the Law”Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), with CIF license number 314/13. It is registered the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Republic Terms Annex under "Time of Cyprus under Sale Information" (collectively, the Companies Law Cap"Time of Sale Information"). 113If, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇subsequent to the initial Time of Sale, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto the Depositor and the following documents as amended from Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time titled “Summary of Conflicts entry (prior to the Closing Date) into the first new Contract of Interest Policy”Sale, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” including any information that corrects such material misstatements or omissions (all togethersuch new information, the “Agreement”"Corrective Information") sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7 hereof, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by us as our Client, you and we shall be bound by these terms and conditions which such investor will govern refer to information available to such purchaser at the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Websiteentry into such initial Contract of Sale.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-D)
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “Company” or “us”) on the one part and the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2. The Company is authorized and regulated by has filed with the Cyprus Securities and Exchange Commission (the “CySECSEC”) a registration statement on Form S-3 (File No. 333-202354), as a Cyprus Investment Firm (CIF) amended on or prior to offer certain Investment the date hereof, relating to the Notes and Ancillary Services and Activities the offering thereof, from time to time, in accordance with Rule 415 under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended (together with the rules and regulations thereunder, the “1933 Act”). Such registration statement, including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the 1933 Act or replaced pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), at each time of effectiveness, including all documents incorporated therein by reference, as from time to time amended or supplemented, is referred to herein as the “Registration Statement.” The term “Base Prospectus” shall refer to a prospectus for the offering of the Notes filed as part of the Registration Statement, together with any amendment or supplement thereto, but not including any Pricing Supplement (as defined below), any preliminary pricing supplement or any free writing prospectus (as such term is used in Rule 405 under the Securities Act). The term “Prospectus” shall refer to the Base Prospectus, together with the applicable Pricing Supplement. Any preliminary pricing supplement to the Base Prospectus that describes an issuance of the Notes and the offering thereof and that is used prior to filing of the Prospectus is called, together with the Base Prospectus, a “preliminary Pricing Supplement.” The Registration Statement has become effective, and the Indentures have been qualified under the Trust Indenture Act of 1939, as amended (together with the rules and regulations thereunder, the “Trust Indenture Act”). All references in this Agreement to the Registration Statement, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the SEC pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“the Law”), with CIF license number 314/13. It is registered in the Republic of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus”).
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all together, the “Agreement”) sets out the terms upon which the Company will offer Services to the Client under this Agreement. It will govern, the rights and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Introduction. 1.1. This Agreement is entered by and between Growell Capital Ltd Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (hereinafter called the “Company” or Depositor”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“usFord Credit”), proposes to sell the Class A-1, Class A-2a, Class A-2b, Class A-3 and Class A-4 Notes (together, the “Offered Notes”) on described in the one part and Terms Annex attached to this agreement (this agreement, including the client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the Terms Annex, this “Client” or “youAgreement”) on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to face.
1.2). The Company is authorized and regulated by Offered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) as and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”). The Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-A, a Cyprus Investment Firm Delaware statutory trust (CIFthe “Trust”). The Trust will be governed by a trust agreement (the “Trust Agreement”) to offer certain Investment be entered into by the Depositor and Ancillary Services and Activities under the Investment Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017U.S. Bank Trust National Association, as subsequently amended or replaced from time owner trustee (the “Owner Trustee”). Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Class B Notes and the Offered Notes, the “Notes”). The Class B Notes and the Class C Notes will initially be retained by the Depositor. The Notes will be issued under an indenture (the “Indenture”) to time be entered into by the Trust and The Bank of New York Mellon, as indenture trustee (the “the LawIndenture Trustee”), with CIF license number 314/13and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and other property of the Trust. It is registered Ford Credit will sell the Receivables to the Depositor under a receivables purchase agreement (the “Receivables Purchase Agreement”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Receivables to the Trust under a sale and servicing agreement (the “Sale and Servicing Agreement”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the Republic accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of Cyprus New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the Companies Law Cap. 113“Asset Representations Review Agreement”) to be entered into by the Trust, with registration number HE314852. Its registered office is at Arc. ▇Ford Credit, as servicer, and ▇▇▇▇▇▇▇ ▇ ▇▇Fixed Income Services LLC, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Aas asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, Office 14the Receivables Purchase Agreement, 4003 Limassolthe Sale and Servicing Agreement, Cyprusthe Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.
1.3. This Client ” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with its Appendix 1the rules and regulations of the Commission under the Securities Act of 1933, any Appendix added thereto the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), including a form of prospectus and all amendments that are required as of the following documents as amended date of this Agreement for the offering of notes from time to time titled “Summary according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of Conflicts effectiveness and including all documents incorporated by reference at the time of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for Clients” (all togethereffectiveness, the “AgreementRegistration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) sets out with investors in the terms upon Offered Notes, which time will be stated in the Company Terms Annex and will offer Services not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the Client under this Agreement. It time of entry into the first new Contract of Sale and the “Time of Sale Information” will governrefer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the rights “Corrective Information”) and obligations of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our Services, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it Terms Annex will be deemed that you have read and understood to be amended to include the information on our Website.
1.5Corrective Information in the Time of Sale Information. For this reasonHowever, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the Website” and “Privacy Policy” on our Website.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude date of this Agreement, but instead our communication is done through a websitefinal prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well“Prospectus”).
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2018-A)
Introduction. 1.1. This Agreement is entered by Each of Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and between Growell Capital Ltd Ford Credit Floorplan LLC, a Delaware limited liability company (hereinafter called “FCF LLC” or a “Depositor” and, together with FCF Corp, the “Company” or Depositors”), propose to sell the Class A Notes and the Class B Notes (together, the “usPublicly Registered Notes”) on described in the one part and the client Terms Annex (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “youTerms Annex”) on that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if Terms Annex, this Agreement is entered into without meeting face to face.
1.2“Agreement”). The Company is authorized and regulated by Publicly Registered Notes will be registered with the Cyprus Securities and Exchange Commission (the “CySECCommission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a Cyprus Investment Firm revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (CIFthe “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to offer Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain Investment accounts, the Trust, the Indenture Trustee and Ancillary Services the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and Activities have or will enter into a series specific account control agreement (the “Series 2014-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Investment Services and Activities and Regulated Markets Law Securities Act of 2017 L.87(I)/20171933, as subsequently amended or replaced (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the LawSecurities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), with CIF license number 314/13. It is registered the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Republic Terms Annex under “Time of Cyprus under the Companies Law Cap. 113, with registration number HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the following documents as amended from time to time titled “Summary of Conflicts of Interest Policy”, “Commissions, Charges and Fees Table”, “Best Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”, “Client Categorization Policy”, “Investor Compensation Fund”, “Complaints Procedure for ClientsSale Information” (all togethercollectively, the “AgreementTime of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) sets out and the terms upon which Terms Annex will be deemed to be amended to include such Corrective Information in the Company will offer Services to Time of Sale Information. Notwithstanding the Client under this Agreement. It will governforegoing, for the rights and obligations purposes of both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation.
1.4. By applying for our ServicesSection 7, you are consenting unreservedly and unconditionally to the terms and conditions of all the above mentioned documents which form the Agreement and it means that in the event that you are accepted by us as our Clientan investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, you and we shall be bound by these terms and conditions which “Time of Sale” will govern refer to the provision time of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website.
1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering entry into an agreement with us.
1.6. You are also advised to read our “Terms and Conditions for the use such initial Contract of the Website” Sale and “Privacy PolicyTime of Sale Information” on our Websitewith respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by
1.8. Physical signature of the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well.
1.9. By applying to us to provide to you any of the Services, you agree with the provisions set out in our Asset Valuation Policy.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)