Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 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”) 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
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. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “DepositorCompany” or “us”), formed under ) on the Amended one part and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC the client (such certificate, 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 “Certificate of FormationClient” or “you”) and operating pursuant 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 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”)face.
1.2. The Publicly Registered Notes will be registered with Company is authorized and regulated by the Cyprus Securities and Exchange Commission (the “CommissionCySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment 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 Ancillary Services 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 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”) 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 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 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 Activities under the Securities Act Investment Services and Activities and Regulated Markets Law of 19332017 L.87(I)/2017, as subsequently amended (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 or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in accordance with Rule 415 the Republic of Cyprus under the Securities ActCompanies Law Cap. The 113, with registration statementnumber HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, as amended▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, has been declared effective by Office 14, 4003 Limassol, Cyprus.
1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the Commission. Such registration statement, following documents as amended at the from time to time titled “Summary of effectivenessConflicts of Interest Policy”, including all material incorporated by reference therein“Commissions, is referred to in this Agreement as the Charges and Fees Table”, “Registration Statement.” The Depositor also has filed withBest Interest and Order Execution Policy”, or will file with“Risk Disclosure and Warnings Notice”, the Commission pursuant to Rule 424(b) (“Rule 424(b)Client Categorization Policy”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the , “Prospectus SupplementInvestor Compensation Fund”). 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 saleComplaints Procedure for Clients” (within the meaning of Rule 159 under the Securities Actall together, the “Contracts of SaleAgreement”) with investors in sets out the Publicly Registered Notes, terms upon which time the Company will be specified in offer Services to the Terms Annex (such timeClient under this Agreement. It will govern, the “Time rights and obligations of Sale”)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, the Depositor had prepared the Preliminary Prospectus you are consenting unreservedly 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent unconditionally to the initial Time terms and conditions of Sale, all the Depositor above mentioned documents which form the Agreement and the Representatives determine it means 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, 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 investor elects not agreement with us.
1.6. You are also advised to terminate its initial Contract read our “Terms and Conditions for the use of Sale and enter into a new Contract of Sale, “Time of Salethe Website” will refer to the time of entry into such initial Contract of Sale and “Time 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 Sale Information” 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 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 Saleprovisions set out in our Asset Valuation Policy.
Appears in 3 contracts
Sources: Client Agreement, Client Agreement, Client Agreement
Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company California Infrastructure and Economic Development ------------- Bank Special Purpose Trust [_]-1 (the “Depositor”"Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), formed under for whom you (the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate"Representatives") are acting as representatives, the “Certificate principal amount of Formation”the certificates identified in Schedule I hereto (the "Certificates"). 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 the California Infrastructure and Economic Development Bank (the "Infrastructure Bank") and operating Bankers Trust (Delaware), as Delaware trustee (the "Delaware Trustee"), and the Certificates will be issued pursuant to an Amended amended and Restated Limited Liability Company Agreement, restated declaration and agreement of trust dated as of March 1_____, 2001 1997 (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 “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 Class D Notes (together, the “Publicly Registered 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”"Certificate Trustee"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 assets 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 consist solely of the Class A-1 Notes [_] Funding LLC Notes, Series _____ (the “Class A-1 "Notes” and"), collectively with issued by [_] Funding LLC (the Publicly Registered Notes"Note Issuer"), and the “Notes”)proceeds thereof. The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 “Indenture”) "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 Trust Note Issuer and an indenture trustee (the “Indenture Certificate Trustee”) identified . Each Class of Certificates will correspond to a Class of Notes and will represent undivided interests in such underlying Class of Notes and the Terms Annex and 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 pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles California corporation (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”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust "Company"), pursuant to a sale and servicing agreement dated as of _______________, 1997 (the “"Sale Agreement"), between the Company, as seller, and Servicing Agreement”) identified in the Terms AnnexNote Issuer. Ford Credit (in such capacity, Other Transition Property may be sold to the “Servicer”) will service Note Issuer by the Receivables on behalf of the Trust Company pursuant to an agreement substantially similar to the Sale Agreement. The Transition Property will be serviced pursuant to a servicing agreement dated as of _______________, 1997 (as amended and supplemented from time to time, the "Servicing Agreement. Ford Credit will also act as administrator for "), between 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 Securities Act of 1933Company, as amended (the “Securities Act”)servicer, and the rules Note Issuer. Capitalized terms used and regulations of not otherwise defined herein shall have the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated meanings given to them 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 StatementIndenture.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
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. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2[a], the [Class A-4 NotesA-2b,] Class A-3[,] [and] Class A-4[, the Class B Notes, the B][,]/[and] [Class C Notes C] [and the Class D D] Notes (together, the “Publicly Registered "Offered Notes"[or the "Notes”"]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by [an]/[a second] amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, __________________, as owner trustee (the “"Owner Trustee”") identified in the Terms Annexand __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “"Class A-1 B Notes” ")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Publicly Registered Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the “"Notes”"). The [Class A-1 B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an __________________, as 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 (i) the 20__-___Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") 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 under a servicing 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 Securities Act of 1933, as amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.the
Appears in 2 contracts
Sources: Underwriting Agreement (CAB East LLC), Underwriting Agreement (CAB East LLC)
Introduction. Ford Credit Auto Receivables Two LLCThis Supplement (this "Supplement") dated January 1, a Delaware limited liability company 2014 supplements the information previously provided in the Confidential Private Offering Memorandum, dated December 2009 with respect to NT Alpha Strategies Fund (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”"Fund"), as sole member, proposes supplemented from time 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 Class D Notes time (together, the “Publicly Registered Notes”) described "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 Terms Annex Offering Memorandum. Effective January 1, 2014, Northern Trust Investments, Inc. (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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 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”) 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 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 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 amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and RegulationsNTI”), a registration statement on Form S-3 subsidiary of Northern Trust Corporation, assumed the responsibilities of The Northern Trust Company of Connecticut (having the registration number stated in the Terms Annex“NTCC”), including a form subsidiary of prospectus Northern Trust Corporation, as Investment Manager under the investment management agreement between the Fund and all amendments that are required NTCC (the "Investment Management Agreement"). NTI also assumed the responsibilities of NTCC as the Investment Manager 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 Feeder Funds under the Securities Actinvestment management agreements between NTCC and Caledonian Trust (Cayman) Limited, on behalf of each of the Feeder Funds. The registration statementNTI is a state bank organized under the laws of the State of Illinois and a registered investment adviser under the Investment Advisers Act of 1940, as amended, has been declared effective . The fees payable by the Commission. Such registration statement, as amended at Fund and the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as Feeder Funds under the “Registration Statement.” The Depositor also has filed with, or will file withInvestment Management Agreement, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under personnel who manage the Securities Act a prospectus supplement relating Fund and the Feeder Funds and the services provided 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,” Fund and the Base Prospectus Feeder Funds remain unchanged 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 a result of the Publicly Registered Notes described in assumption of these responsibilities. This Supplement amends 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 beOffering Memorandum accordingly. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus This 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”), the Depositor had prepared the Preliminary Prospectus Memorandum and the information contained herein and therein may not be reproduced or distributed, nor may their contents be disclosed, to persons who are not directly involved with a prospective investor's decision regarding the purchase of the Units without the prior written consent of the Investment Manager. By accepting delivery of this Supplement, each investor and each prospective investor agrees to the foregoing. Notwithstanding anything expressed or implied in this Supplement, the Memorandum or any other Feeder Fund document to the contrary, 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 tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated thereby; provided, however, that no investor or prospective investor (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transactions (including the identity of any “free-writing prospectus,” as defined pursuant to 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, 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 party 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 could lead another to determine the identity of any party), or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer any other information to the time extent that such disclosure could reasonably be expected to result in a violation of entry into such initial Contract of Sale and “Time of Sale Information” with 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 Saleany applicable securities law.
Appears in 2 contracts
Sources: Credit Agreement (NT Equity Long/Short Strategies Fund), Credit Agreement (NT Alpha Strategies Fund)
Introduction. 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 under 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 A-2 A-2a Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D C Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 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 specified 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”) 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 under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of The Class D Notes will initially be retained by the Depositor. The Notes will be issued pursuant to 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 certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such that capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to 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 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 amended (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 under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such 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 pursuant to under Rule 424(b) (“Rule 424(b)”) under the 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 the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain 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 specified stated in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under 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, 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.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. Ford Credit Auto Receivables Two 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 “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 NotesA[-1[ and Class A-2]][, the Class A-3 NotesB, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D D] Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “Class A-1 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 Offered Notes, the Class B Notes and the Class C Notes], the “Series 20 - Notes” or the “Notes”). The [Class A-1 B, Class C and Class D] Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositors.] The Notes will be issued pursuant to 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 , as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to 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 will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the 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 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 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 circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the IndentureAccount Control Agreement, the Administration Series 20 - Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of 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”) 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.state
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2[a], the [Class A-4 NotesA-2b,] Class ▇-▇, the ▇▇▇▇▇ ▇-▇, [Class B Notes, the B] and [Class C Notes and the Class D C] Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Offered Notes and the Class B Notes, the “Notes”). The Class A-1 B and Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an , as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of 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”) 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor 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 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and 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 AgreementAgreements, 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 Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan Corp), Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. Ford Credit Auto Receivables Two This term sheet (this “Term Sheet”)1 describes the terms of a restructuring (the “Restructuring”) of: (a) Legacy Reserves Inc., a Delaware corporation (“Legacy Reserves”); (b) Legacy Reserves GP, LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited liability company 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 foregoing clauses (a) through (j), collectively, the “Company 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 “DepositorChapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “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 chapter 11 plan of reorganization described herein (the “Plan”), formed under . This Term Sheet is being agreed to in connection with entry by the Amended Debtors 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 Supporting Creditors into that certain Restructuring Support Agreement, dated as of March 1June 10, 2001 2019 (as may be amended, supplemented or modified pursuant to 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (togetherterms thereof, the “Publicly Registered 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 “AgreementRSA”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold Pursuant 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 NotesRSA, the “Underwriters”)parties thereto have agreed to support the transactions contemplated therein and herein. Other 1 Unless otherwise indicated herein, capitalized terms used and but not otherwise defined in this Agreement will Term Sheet have the meanings given them in Appendix A ascribed 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 such terms 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 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”) 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 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 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 amended (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 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 Exhibit A 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”) Term Sheet or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference thereinRSA, 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Saleapplicable.
Appears in 2 contracts
Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1[a], the [Class A-3 NotesA-1b,] Class A-2[a], the [Class A-4 NotesA-2b,] Class ▇-▇, the ▇▇▇▇▇ ▇-▇, [Class B Notes, the B] and [Class C Notes and the Class D C] Notes (together, the “Publicly Registered Offered Notes” [or “Notes”]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Offered Notes and the Class B Notes, the “Notes”). The Class A-1 B and Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an , as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of 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”) 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Auto Receivables Two 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 “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 NotesA[-1[ and Class A-2]][, the Class A-3 NotesB, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D D] Notes (together, the “Publicly Registered Offered Notes” [or “Notes”]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “Class A-1 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 Offered Notes, the Class B Notes and the Class C Notes], the “Series 20 - Notes” or the “Notes”). The [Class A-1 B, Class C and Class D] Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositors.] The Notes will be issued pursuant to 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 an , as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to 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 will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the 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 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 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 circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the IndentureAccount Control Agreement, the Administration Series 20 - Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of 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”) 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.state
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan LLC)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 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”) 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-C), Underwriting Agreement (Ford Credit Auto Owner Trust 2012-A)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D A-4 Notes (together, the “"Publicly Registered 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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Primary Dealer and as a signatory to the MLSA. 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 Notes, (the “"Class A-1 Notes” " and, collectively 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”"). 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, cars and light trucks and utility vehicles (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”") 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “"Time of Sale”"), 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 Terms Annex under “"Time of Sale Information” " (collectively, the “"Time of Sale Information”"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information 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 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”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 77 hereof, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2009-C)
Introduction. Ford Credit Auto Receivables Two LLCThe Borrower and the Secured Party entered into a Securities Purchase Agreement dated as of August 4, a Delaware limited liability company 2008 (the “Depositor”)as amended by Amendment No. 1 thereto, formed under the Amended dated as of February 27, 2009, and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificateby Amendment No. 2, the “Certificate of Formation”) Consent and operating pursuant to an Amended and Restated Limited Liability Company AgreementWaiver thereto, dated as of March 118, 2001 2010 (“Amendment No. 2”), and as the same may be further amended, modified or 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 payment of interest in kind in the form of additional secured convertible promissory notes (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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Additional 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”). The Publicly Registered Notes will be registered together with the Securities and Exchange Commission (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”) 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 Convertible Notes, the “Notes”)) in certain circumstances. The Class A-1 Notes will be sold pursuant Pursuant to the Purchase Agreement, the Borrower and the Secured Party, individually and in its capacity as Collateral agent, entered into a note purchase agreement Pledge and Security Agreement, dated as of February 27, 2009 (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”) 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 the Depositor pursuant to a purchase agreement (the “Purchase Original Pledge Agreement”) identified 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 Purchase Agreement, the Notes and the other Transaction Documents. In consideration for such amendments, waivers and consents, the 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, dated the date hereof, among the Borrower, each of its Subsidiaries party thereto and the Secured Party, pursuant to which each such Subsidiary has guaranteed the Obligations (as herein defined) and (ii) to the amendment and restatement of the Original Pledge Agreement in the Terms Annex form hereof. Each Subsidiary of the Borrower that is a party hereto acknowledges that the Borrower and the Depositor Subsidiaries are engaged in related businesses and that it has derived, and will sell continue to derive, substantial benefit from the Receivables financing provided to the Trust Borrower by the Secured Party pursuant to a sale the Notes, and servicing agreement 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 “Sale conveyance, assignment, pledge and Servicing Agreement”grant of the Original Collateral (as herein defined) identified made pursuant to the Original Pledge Agreement to secure the due and punctual payment of the Original Obligations (as herein defined); and (ii) has agreed to pledge, convey, assign and grant in favor of the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables Collateral Agent on behalf of the Trust Secured Party, a perfected lien on and security interest in the Additional Collateral (as defined herein), 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 terms of this Pledge Agreement in order to perfect secure the security interest Original Obligations and 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 any bankruptcy, insolvency, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding), of the Indenture Trustee in certain accounts, Grantors now or hereafter due under 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 AgreementNotes, the Purchase Agreement, the Sale and Servicing Guaranty Agreement, the Indenture, the Administration this Pledge 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 “any other Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” Document (collectively, the “Time of Sale Information”). IfAdditional Obligations” and, subsequent to together with 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 informationOriginal Obligations, the “Corrective InformationObligations”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale).
Appears in 2 contracts
Sources: Pledge and Security Agreement (Perseus Partners Vii L P), Pledge and Security Agreement (Photomedex Inc)
Introduction. Ford Credit Auto Receivables Two LLCNordic 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, a Delaware limited liability company 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). To the extent Notes sold in the United States are not offered and sold only to institutions which such Agent reasonably believes are “accredited investors” (“Institutional Accredited Investors”) within the meaning of Rule 501 under the United States Securities Act of 1933, as amended (the “DepositorSecurities Act”) that are also “qualified institutional buyers” as defined under Rule 144A under the Securities Act (“QIBs”) in accordance with Rule 144A under the Securities Act (such notes herein referred to as “144A Notes”), formed under such Notes are limited to the Amended and Restated Certificate principal amount 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be securities registered with the Securities and Exchange Commission (the “Commission”) and will be sold to on the applicable underwriters listed in the Terms Annex through the representatives Registration Statement (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 (as defined below). The rules , which amount is subject to reduction as a result of usage specified in the Sale and Servicing Agreement will apply sale of other securities of NIB registered under such Registration Statement (such notes herein referred to this Agreement. The Publicly as “Registered Notes”) (the Registered Notes will be issued by a Delaware statutory trust (and 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 144A Notes are herein referred to collectively 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 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”) identified in the Terms Annex and will be secured by accordance with a pool of retail installment sale contracts for new and used carsfiscal agency agreement, light trucks and utility vehicles (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”) 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 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 amended (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 dated 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 Securities Act a prospectus supplement relating to the Publicly Registered Notes hereof (the “Prospectus SupplementFiscal Agency Agreement”), between NIB and Citibank, N.A., as fiscal agent (the “Fiscal Agent”). The prospectus relating to For the Publicly Registered Notes in purposes of this Agreement, 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 term “Base Prospectus,agent” 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 shall refer to and include any exhibits thereto and any documents incorporated by reference therein, of you acting solely in your capacity 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”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined Agent for NIB pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)Section 3(a) listed in the Terms Annex under “Time of Sale Information” and not as principal (collectively, the “Time of Sale InformationAgents”), 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. IfThe 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), subsequent as it may be supplemented from time to time, including supplements to the initial Time 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 Salea particular Registered Note sold pursuant hereto or the offering thereof. The term “issuer free writing prospectus”, as defined in Rule 433 under the Depositor and Securities Act relating to 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 is hereinafter called an “Time of SaleIssuer Free Writing Prospectus” 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoingwhich term, for the purposes avoidance of a doubt, shall also include any Final Term Sheets (as defined in Section 75(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 event that an investor elects currencies or currency units and 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 other similar terms of such Tranche of 144A Notes sold pursuant hereto or the offering thereof. The Notes will be issued, and the terms thereof established, from time to time by NIB in accordance with the Fiscal Agency Agreement and the Procedures (as defined in Section 3(f) hereof). The Notes will be issued only in registered form. Bearer notes will 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Saleissued.
Appears in 2 contracts
Sources: Selling Agency Agreement (Nordic Investment Bank), Selling Agency Agreement (Nordic Investment Bank)
Introduction. Ford Credit Auto Receivables Two This amended term sheet (this “Term Sheet”)1 describes the terms of a restructuring (the “Restructuring”) of: (a) Legacy Reserves Inc., a Delaware corporation (“Legacy Reserves”); (b) Legacy Reserves GP, LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited liability company 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 foregoing clauses (a) through (k), collectively, the “Company 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 “DepositorChapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “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 chapter 11 plan of reorganization described herein (the “Plan”), formed under . This Term Sheet is being agreed to in connection with entry by the Debtors and the Supporting Creditors into that certain 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 Restructuring Support Agreement, dated as of March 1June 13, 2001 2019 (as may be amended, supplemented or modified pursuant to 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (togetherterms thereof, the “Publicly Registered 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 “AgreementRSA”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold Pursuant 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 NotesRSA, the “Underwriters”)parties thereto have agreed to support the transactions contemplated therein and herein. Other 1 Unless otherwise indicated herein, capitalized terms used and but not otherwise defined in this Agreement will Term Sheet have the meanings given them in Appendix A ascribed 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 such terms 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 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”) 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 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 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 amended (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 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 Exhibit A 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”) Term Sheet or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference thereinRSA, 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Saleapplicable.
Appears in 2 contracts
Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D C Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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”) 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 note purchase agreement (the “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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-D)
Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company This Official Statement is being furnished in connection with the issuance of the bonds referred to above (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of FormationBonds”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 by ▇▇▇▇▇▇▇ County Economic Development Council (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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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 “AgreementIssuer”). The Publicly Registered Notes will be registered with Issuer is a public corporation under the Securities and Exchange Commission (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 laws 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)State of Alabama. 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes Bonds will be issued pursuant to an indenture Act No. 82-222 enacted at the 1982 Regular Session of the Alabama Legislature, ratified by Amendment No. 563 of the Alabama Constitution, and as amended from time to time (the “Enabling Law”). The Bonds will be issued under a Trust Indenture dated as of April 1, 2001 (the “Indenture”) between the Issuer and Bank One Trust and an indenture trustee Company, a national banking association with its principal place of business in Chicago, Illinois (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 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 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 Bonds will be issued for the purpose of acquiring, constructing, rehabilitating, installing and equipping certain facilities (the “Project”) for the manufacture of concrete poles, in Anniston, Alabama. The Project will be leased by the Issuer to the Lessee pursuant to a Lease Agreement dated as of April 1, 2001 (the “Lease Agreement”) providing, among other things, for rental payments at times and in amounts sufficient to pay when due debt service on and the purchase price of the Bonds. The Lessee will cause Bank One, NA, a national banking association with its main office in Chicago, Illinois (the “Bank”), to issue its irrevocable, direct-pay letter of credit (the “Letter of Credit”) in favor of the Trustee to enable the Trustee to pay debt service on the Bonds and the purchase price of Bonds tendered for purchase in accordance with the terms of the Indenture. The Letter of Credit will be in substantially the form described below under “THE LETTER OF CREDIT AND THE FINANCING DOCUMENTS - The Letter of Credit”. The Letter of Credit will be issued pursuant to a Letter of Credit and Reimbursement Agreement dated as of April 1, 2001 (the “Credit Agreement”) between the Lessee and the Bank. The Credit Agreement will provide, among other things, for reimbursement to the Bank by the Lessee of all amounts drawn under the Letter of Credit. THE BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY OUT OF (i) PAYMENTS BY THE LESSEE PURSUANT TO THE LEASE AGREEMENT, (ii) ANY OTHER REVENUES, RENTALS OR RECEIPTS DERIVED BY THE ISSUER FROM THE LEASING OR SALE OF THE PROJECT, AND (iii) MONEY RECEIVED BY THE TRUSTEE FROM A DRAW ON THE LETTER OF CREDIT. PURCHASERS OF THE BONDS SHOULD MAKE THEIR DECISION TO INVEST IN THE BONDS SOLELY UPON THEIR ASSESSMENT OF THE CREDITWORTHINESS OF THE BANK. NO ATTEMPT IS MADE IN THIS OFFICIAL STATEMENT TO DESCRIBE THE LESSEE OR ITS OPERATIONS WITH RESPECT TO THE PROJECT IN A MANNER THAT WOULD ENABLE PURCHASERS OF THE BONDS TO ASSESS THE CREDITWORTHINESS OF THE LESSEE. ACCORDINGLY, IN DECIDING WHETHER TO PURCHASE THE BONDS, POTENTIAL INVESTORS SHOULD NOT RELY UPON THE ABILITY OF THE LESSEE TO MAKE THE REQUIRED PAYMENTS UNDER THE LEASE AGREEMENT. Summary descriptions of the Issuer, the Purchase AgreementLessee, the Sale and Servicing AgreementBank, the Project, the Bonds, the Indenture, the Administration Lease Agreement and the Control Agreement Letter of Credit are collectively referred included in this Official Statement. The descriptions herein do not purport to as be complete and are qualified in their entirety by reference to each specific document being described, forms of which may be obtained, during the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as initial offering period, at the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations principal office of the Commission under the Securities Act (the “Rules Underwriter, Banc One Capital Markets, Inc., Chicago, Illinois. All such descriptions are further qualified in their entirety by reference to bankruptcy, insolvency and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form other similar laws and principles of prospectus and all amendments that are required as of the date of this Agreement equity relating to or affecting generally the Publicly Registered Notes and enforcement of creditors’ rights. Capitalized terms which are not otherwise defined herein shall be given the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, same meaning 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 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 “Prospectusrespective documents.” 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2, the Class A-4 NotesA-3, the Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2020-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-225949), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 7, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2020-A)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D A-4 Notes (together, the “" Publicly Registered Notes”") described in the Terms Annex (the “"Terms Annex”Annex ") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”"Agreement "). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”"Commission ") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”"Representatives ") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”"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 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, collectively with Notes and 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”"). 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”") identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, cars and light trucks and utility vehicles (the “Receivables”"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”") 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 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 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 Control Agreement Interest Rate Swaps (if any) are collectively referred to as the “"Basic Documents.” " The Basic Documents 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 Securities Act of 1933, as amended (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 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"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 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 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”"), 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 Terms Annex under “"Time of Sale Information” " (collectively, the “"Time of Sale Information”"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information 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 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”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 77 hereof, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-B)
Introduction. Ford Credit Auto Receivables Two JCP&L Transition Funding II LLC, a Delaware limited liability company (the “DepositorBond Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, an aggregate of $182,400,000 principal amount of Transition Bonds, Series 2006-A (the “Bonds”). 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 “Representative” as used herein, shall each be deemed to refer to such firm or firms. The Bond Issuer was formed under the Amended and Restated as a Delaware limited liability company on March 29, 2004 pursuant to a Certificate of Formation filed in the office of Ford Credit Auto Receivables Two LLC the Secretary of State of the State of Delaware on such date and a limited liability company agreement (as such certificateagreement may be amended, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Issuer Limited Liability Company Agreement”)) dated March 29, executed by Ford Motor Credit Company LLC2004 with Jersey Central Power & Light Company, a Delaware limited liability company New Jersey corporation (“Ford CreditJCP&L” or the “Seller”), as sole member, proposes to sell member of 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 Class D Notes (together, the “Publicly Registered 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”)Bond Issuer. The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes Bonds will be issued pursuant to an indenture Indenture to be dated on or about August 10, 2006 (as amended and supplemented from time to time, including all Supplemental Indentures establishing one or more series of Transition Bonds, the “Indenture”) ’’), between the Trust Bond Issuer and an The Bank of New York, a banking corporation organized under the laws of the State of New York, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and ). The Bonds will be secured by a pool of retail installment sale contracts for new primarily by, and used carspayable solely from, light trucks and utility vehicles bondable transition property (the “ReceivablesBondable Transition Property”) and certain other ), which is a presently existing property right created by an order of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement New Jersey Board of Public Utilities (the “Purchase AgreementBPU”) identified dated June 8, 2006 in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement Docket No. ER03020133 (the “Sale and Servicing AgreementFinancing Order”) identified in accordance with the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf provisions of the Trust pursuant to the Sale New Jersey Electric Discount 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 Securities Energy Competition Act of 19331999, as amended (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 Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementStatute”). The prospectus relating Financing Order authorized JCP&L to sell, pledge or assign any or all of its interest in the Bondable Transition Property created thereunder to the Publicly Registered Notes in Bond Issuer. JCP&L will sell and assign all of its right, title and interest in, to and under such Bondable Transition Property to the form first required Bond Issuer pursuant to a sale agreement 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 Statementdated on or about August 10, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex 2006 (the “Preliminary ProspectusSale Agreement”) or ). Pursuant to the Prospectus Indenture, the Bond Issuer will pledge to the Indenture Trustee for the benefit of, among others, the Holders of the Bonds, all of its right, title and interest in, to and under, among other things, the Bondable Transition Property as security for the Bonds. The Bondable Transition Property will be deemed serviced pursuant to refer a servicing agreement to be dated on or about August 10, 2006 (as amended 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 supplemented from time 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 SaleServicing Agreement”), the Depositor had prepared the Preliminary Prospectus between JCP&L, as servicer, and the information (including any “freeBond Issuer. JCP&L is a wholly-writing prospectus,” as owned subsidiary of FirstEnergy Corp., an Ohio corporation. Capitalized terms used and not otherwise defined pursuant herein shall have the respective meanings given to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed them in the Terms Annex under “Time of Sale Information” (collectivelyIndenture. The Financing Order provides that Bondable Transition Property arises and constitutes a vested, presently existing property right only upon the “Time of Sale Information”). If, subsequent transfer thereof to the initial Time of Sale, the Depositor an assignee and the Representatives determine that the original Time receipt 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoingconsideration therefor; nonetheless, for the purposes convenience of Section 7reference, in the event that an investor elects not this Agreement refers to terminate its initial Contract transfers and vesting of Sale and enter Bondable Transition Property before such property may have come 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Saleexistence.
Appears in 1 contract
Sources: Underwriting Agreement (JCP&L Transition Funding II LLC)
Introduction. 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 2001, executed by Ford Credit, as sole member (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 A-2 notes (the "Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “"Commission”" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the “Terms Annex, 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 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”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, cars and light trucks and utility vehicles (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”") 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 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 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 Control Agreement Interest Rate Swaps (if any) are collectively referred to as called the “"Basic Documents.” " The Basic Documents Documents, the Indemnification Agreement and this Agreement are collectively referred to as called the “"Transaction Documents.” " The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (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 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 posted certain static pool information (the “"Static Pool Information”") relating to prior securitized pools in Annex A to the Preliminary website listed in the Prospectus Supplement and the Prospectus Supplement. under "Transaction Parties-Static Pool Information." 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”"), 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 Terms Annex under “"Time of Sale Information” " (collectively, the “"Time of Sale Information”"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information 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 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”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 77 hereof, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Auto Receivables Two Massachusetts RRB Special Purpose Trust 2005-1, a Delaware statutory 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 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 Massachusetts Development Finance Agency, which does business as MassDevelopment and the Massachusetts Health and Educational Facilities Authority (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 Certificate Indenture dated as of March 1, 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 Delaware limited liability company (the “DepositorBEC Note Issuer”), formed under and the Amended payments received with respect thereto and Restated Certificate of Formation of Ford Credit Auto Receivables Two (ii) the CEC Funding, LLC Notes (such certificatethe “CEC Notes” and together with the BEC Notes, the “Certificate of FormationNotes”) ), issued by CEC Funding, LLC, a Delaware limited liability company (the “CEC Note Issuer,” and operating together with the BEC Note Issuer, the “Note Issuers”), and the payments received with respect thereto. The BEC Notes will be issued pursuant to an Amended a Note Indenture dated as of March 1, 2005 (the “BEC Note Indenture”), between the BEC Note Issuer and Restated Limited Liability Company The Bank of New York, as Note Trustee (the “Note Trustee”), and purchased by the Trust pursuant to a Note Purchase Agreement, dated as of March 1, 2001 2005 (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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 note purchase agreement (the “Class A-1 BEC Note Purchase Agreement”), between the BEC Note Issuer and the Trust. Each of the The CEC Notes will be issued pursuant to an indenture a Note Indenture, dated as of March 1, 2005 (the “CEC Note Indenture,” and together with the BEC Note Indenture, the “Note Indentures”) ), 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 the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex CEC Note Issuer and the Depositor will sell the Receivables to Note Trustee, and purchased by the Trust pursuant to a sale and servicing agreement Note Purchase Agreement, dated as of March 1, 2005 (the “Sale CEC Note Purchase Agreement,” and Servicing Agreement”) identified in together with 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 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 BEC Note Purchase Agreement, the “Note Purchase Agreements”), between the CEC Note Issuer and the Trust. Each Class of Certificates will correspond to a 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 Notes will be secured primarily by, and will be payable from, the Transition Property of each Note Issuer described in the Issuance Advice Letter. Boston Edison Company, a Massachusetts corporation (“Boston Edison”), will sell its Transition Property to the BEC Note Issuer pursuant to a Transition Property Purchase and Sale Agreement dated as of March 1, 2005 (the “BEC Sale Agreement”), between Boston Edison, as 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 March 1, 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 March 1, 2005 (as amended and supplemented from time to time, the “BEC Servicing Agreement”), between Boston Edison, as servicer, and the 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 March 1, 2005 (as amended and supplemented from time to time, the “CEC Servicing Agreement,” and together with the BEC 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 amended (the “Securities ActServicing Agreements”), between Commonwealth Electric, as servicer, and the rules CEC Note Issuer. Capitalized terms used and regulations of not otherwise defined herein shall have the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated respective meanings given to them 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 StatementNote Indenture.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Introduction. 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 The 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered has filed with the Securities and Exchange Commission (the “CommissionSEC”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the an “Representativesautomatic registration statement”) 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 as 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 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”) 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 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 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 Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (thereunder, the “Rules and Regulations1933 Act”), 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 File No. 333-180488) relating to the Publicly Registered Notes and the offering of notes thereof, from time to time time, NY2-736121 in accordance with Rule 415 under the Securities 1933 Act. The registration statement, as amended, has been declared effective by the Commission. 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 pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), at the each time of effectiveness, including all material documents incorporated therein by reference thereinreference, as from time to time amended or supplemented, is referred to in this Agreement herein as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant term “Base Prospectus” shall refer to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus for the Company’s debt securities and other securities filed as part of the Registration Statement for the offering of the Notes, together with the prospectus supplement relating to the Publicly Registered Notes dated July 16, 2014 (the “Prospectus Supplement”). The , or any amendment thereto, but not including any Pricing Supplement (as defined below), any preliminary pricing supplement or any free writing prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth (as such term is used in Rule 172(c) 405 under the Securities Act is referred Act). The term “Prospectus” shall refer to as the “Base Prospectus,” and , together with the applicable Pricing Supplement. Any preliminary pricing supplement to the Base Prospectus as supplemented by that describes an issuance of the Notes and the offering thereof and that is used prior to filing of the Prospectus Supplement required to be filed to satisfy is called, together with the condition set forth in Rule 172(c) Base Prospectus, a “preliminary Pricing Supplement.” The Registration Statement has become effective, and the Indentures have been qualified under the Securities Trust Indenture Act is referred to of 1939, as amended (together with the rules and regulations thereunder, the “Prospectus.” Any reference Trust Indenture Act”). All references 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 or any amendments or supplements 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 any 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for shall include any copy thereof filed with the purposes of Section 7SEC pursuant to its Electronic Data Gathering, in the event that an investor elects not to terminate its initial Contract of Sale Analysis and enter into a new Contract of Sale, Retrieval System (“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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale▇▇▇▇▇”).
Appears in 1 contract
Sources: Selling Agent Agreement (Bank of America Corp /De/)
Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 2006 (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 A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes, ”) and the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class B Notes, the Class C A-2 Notes and the Class D Notes (togetherA-3 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 of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 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 Borrower, CAB West LLC (“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 Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “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 Sale and Servicing Agreement 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 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”) 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 (i) the 2012-A Exchange Note (the “ReceivablesExchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a purchase agreement the First Tier Sale Agreement, dated as of February 1, 2012 (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust pursuant to a sale and servicing agreement the Second Tier Sale Agreement, dated as of February 1, 2012 (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of Leases and Leased Vehicles allocated to the Trust Exchange Note pursuant to the Sale and 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 (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement 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 Agreement 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 (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 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 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2012-A)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2018-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes” and, collectively with the Publicly Registered Offered Notes, the “Notes”). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as 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 (i) the 2018-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2018-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2018-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2018-A)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2025-C, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “"Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes” " and, collectively with the Publicly Registered Offered Notes, the “"Notes”"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “"Receivables Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “"Sale and Servicing Agreement”") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-281130), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 26, 2024 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2025-C)
Introduction. Ford Credit Auto Receivables Two 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 “Depositor”"Depositors"), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes propose to sell the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust is governed by a second amended and established under a restated trust agreement (the “"Trust Agreement”") between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “"Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes” ") and Class D Notes (the "Class D Notes" and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “"Series 2025-2 Notes”" or the "Notes"). The Class A-1 C Notes and Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to an under a second amended and restated indenture (the “"Base Indenture”") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture"), each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “"Indenture Trustee”) identified in the Terms Annex "), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “"Receivables”") and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”") identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the “each, a "Sale and Servicing Agreement”") identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to under the Sale and Servicing AgreementAgreements. Ford Credit will also act as administrator for the Trust pursuant to an administration A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Administration "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 Indenture Trustee"Back-up Servicer"). In order to perfect 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 granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into '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 2025-2 Notes will be perfected under a separate account control agreement (the "Series 2025-2 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. The 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, Ford Credit, as servicer, and C▇▇▇▇▇▇ 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2025-2 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-283567, 3▇▇-▇▇▇▇▇▇-▇▇ and 333-283567-02), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on February 21, 2025 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had Depositors prepared the Preliminary Prospectus and the other information (including any “"free-writing prospectus,” " as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 2006 (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 A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes, ”) and the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class B Notes, the Class C A-2 Notes and the Class D Notes (togetherA-3 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 of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of June 1, 2011, among CAB East LLC (“CAB East”), as a Borrower and CAB West LLC (“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 Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “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 Sale and Servicing Agreement 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 together with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to 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”) 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 (i) the 2011-A Exchange Note (the “ReceivablesExchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a purchase agreement the First Tier Sale Agreement, dated as of June 1, 2011 (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust pursuant to a sale and servicing agreement the Second Tier Sale Agreement, dated as of June 1, 2011 (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of Leases and Leased Vehicles allocated to the Trust Exchange Note pursuant to the Sale and 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 June 1, 2011 (the “Servicing Supplement”), among Ford Credit, CAB East Holdings, CAB West Holdings 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 and the financial institution acting as the securities intermediary, will enter into an account control agreement (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement 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 Agreement 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 (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 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 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2011-A)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2019-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-225949), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 7, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2019-A)
Introduction. Ford Credit Auto Receivables Two 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 “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the A Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust is governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2019-2 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to 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 an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to 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 will also act acts as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the 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 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 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 “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. The 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, 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2019-2 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on December 4, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2026-A, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “"Owner Trustee”") identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes” ") and Class D Notes (the "Class D Notes" and, collectively with the Publicly Registered Class C Notes and the Offered Notes, the “"Notes”"). The Class A-1 C Notes and Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as 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 (i) the 2026-A Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2026-A Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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 2026-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▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-287350), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on July 31, 2025 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2026-A)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D B Notes (together, the “"Publicly Registered 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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 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 note purchase agreement (the “"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”") 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “"Time of Sale”"), 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 Terms Annex under “"Time of Sale Information” " (collectively, the “"Time 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”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. Ford Credit Auto Receivables Two LLCNYMT Securities Corporation, a Delaware limited liability company corporation (the “Depositor”), formed under has authorized the issuance and sale of Mortgage-Backed Notes (the “Notes”) and Mortgage-Backed Certificates (the “Certificates” and together with the Notes, the “Securities”) in one or more series (each, a “Series”). This Underwriting Agreement (the “Underwriting Agreement”) relates to offers and sales of Series of Notes. Each Note will generally be payable out of the cash flows attributable to the property of each Trust, which will consist of one or more pools of mortgage loans (the “Mortgage Loans”) and certain related property to be conveyed to the Trust by the Depositor. The Mortgage Loans may be sold to the Depositor pursuant to one or more Mortgage Loan Purchase Agreements (each, an “Mortgage Loan Purchase Agreement”), between the Depositor, as purchaser, New York Mortgage Trust, Inc., as guarantor, and New York Mortgage Funding, LLC, as seller (the “Seller”). The Notes of any Series will be issued pursuant to a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an Indenture, among the Trust, the Depositor, the Seller, the Master Servicer, the Servicer, the Subservicer, the Owner Trustee, the Indenture Trustee and the Trust Administrator, as applicable. Reference is also made to 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 Trust Agreement, dated as of March 1December 20, 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 2005 (the “Trust Agreement”) between ). Capitalized terms used herein and not defined, shall have the meaning set forth in the Transfer and Servicing Agreement or the related Terms Agreement (as defined below). The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Underwriter (as defined below). Each Series of Notes and any classes or subclasses of Notes (each, a “Class” or “Subclass”, respectively) within such Series may vary, among other things, as to number and types of Classes or Subclasses, aggregate class principal amount or class notional amount or aggregate class principal amount, the interest rate with respect to each Class or Subclass, the percentage interest if any, entitled by each Class or Subclass to payments of principal and interest on, or with respect to, the Notes payable out of cash flows attributable to the Mortgage Loans included in the related Trust, the class principal amount and interest rate, if any, priority of payment among Classes or Subclasses, the method of credit enhancement with respect to the Notes for such Series, the Classes or Subclasses of Notes of such Series subject to this Agreement, and any other variable terms contemplated by the Operative Agreements and in the Notes of such Series. For federal income tax purposes, the Notes will be characterized as debt to the extent they are issued to parties unrelated to the equity owner of the Trust and are rated at least “BBB-” or the equivalent by one or more Rating Agencies. The Depositor will enter into an owner trustee agreement (the “Owner TrusteeTerms Agreement”) identified providing for the sale of such Notes to, and the purchase and offering thereof by, Credit Suisse First Boston LLC (the “Underwriter”). The Underwriter agrees to become obligated to purchase Notes from the Depositor. Such Terms Agreement shall specify the class principal amount or class notional amount of each Class or Subclass of the Notes to be issued and their terms not otherwise specified in the Terms Annex. Simultaneously with Operative Agreements, the issuance and sale Classes or Subclasses of the Publicly Registered Notes as contemplated in subject to this Agreement, the Trust will issue price at which such Notes are to be purchased by the Class A-1 Notes (Underwriter from the “Class A-1 Notes” and, collectively with the Publicly Registered NotesDepositor, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each aggregate amount 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 the Underwriter and the initial public offering price or the method by which the price at which such investor Notes are to be sold will be determined. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, which may take the form of an exchange of any standard form of written telecommunication between the Underwriter and the Depositor. Each offering of Notes will be governed by this Agreement, as supplemented by the applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Underwriter. Except as otherwise required by the context, all references herein to a Terms Agreement, Delivery Date, the related Operative Agreements and Underwriter shall refer to information available the Terms Agreement, Delivery Date, the related Operative Agreements and Underwriter, relating to such purchaser at the time related Series of entry into such initial Contract of SaleNotes.
Appears in 1 contract
Sources: Underwriting Agreement (New York Mortgage Trust 2005-3)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1[a], the [Class A-3 NotesA-1b,] Class A-2[a], the [Class A-4 NotesA-2b,] Class A-3[,] [and] Class A-4[, the Class B Notes, the B] [and Class C Notes and the Class D C] Notes (together, the “Publicly Registered Offered Notes”[or the “Notes”]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 20 - , a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, , as owner trustee (the “Owner Trustee”) identified in the Terms Annexand , as Delaware trustee. [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “Class A-1 B Notes”) and the] Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Offered Notes [and the Class B Notes], the “Notes”). The [Class A-1 B and] Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an , as 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 (i) the 20 - Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “20 - Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of 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”) 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Introduction. 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 The 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered has filed with the Securities and Exchange Commission (the “CommissionSEC”) and will be sold a registration statement on Form S-3 (File No. 333-224523), as amended on or prior to the applicable underwriters listed in date hereof, relating to the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives Notes and the other underwriters of the Publicly Registered Notesoffering thereof, the “Underwriters”). Other capitalized terms used and not defined from time to time, 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 accordance 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 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”) 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 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 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 Rule 415 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, 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 including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectivenesseffectiveness pursuant to Rule 430B under the Securities Act or pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), including all material documents incorporated therein by reference thereinreference, as from time to time amended or supplemented, is referred to in this Agreement herein as the “Registration Statement.” The Depositor also has term “Base Prospectus” shall refer to the prospectus dated [ ], 2018 for the offering of the Notes filed withas part of the Registration Statement, together with any amendment or will file withdocument that supersedes or replaces such prospectus or any supplement thereto, the Commission pursuant to 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 424(b) (“Rule 424(b)”) 405 under the Securities Act a prospectus supplement relating Act). The term “Prospectus” shall refer to the Publicly Registered 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 “Prospectus SupplementTrust Indenture Act”). 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 All references 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 or any amendments or supplements 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 any 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for shall include any copy thereof filed with the purposes of Section 7SEC pursuant to its Electronic Data Gathering, in the event that an investor elects not to terminate its initial Contract of Sale Analysis and enter into a new Contract of Sale, Retrieval System (“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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale▇▇▇▇▇”).
Appears in 1 contract
Introduction. 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 A-2 Notes, C Notes (the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the "Class C Notes and Notes" or the Class D Notes (together, the “"Publicly Registered 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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 will be were issued on the Closing Date specified in the Terms Annex 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 AgreementNotes, the Trust will issue 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 (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “"Notes”"). The Class A-1 Notes will be were sold pursuant to a note purchase agreement 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 A-1 Note Purchase Agreement”)C Notes and the Class D Notes were initially retained by the Depositor. Each of the Notes will be were 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 are 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 sold the Receivables to the Depositor pursuant to a purchase agreement (the “"Purchase Agreement”") identified in the Terms Annex and the Depositor will sell sold 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 services the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act 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 will enter 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 Securities Act of 1933, as amended (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 Securities Act a prospectus 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “"Time of Sale”"), 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 Terms Annex under “"Time of Sale Information” " (collectively, the “"Time 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 Settlement Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2025-B, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “"Owner Trustee”") identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes” ") and Class D Notes (the "Class D Notes" and, collectively with the Publicly Registered Class C Notes and the Offered Notes, the “"Notes”"). The Class A-1 C Notes and Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as 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 (i) the 2025-B Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2025-B Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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 2025-B 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▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2025-B)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-2a, Class A-2b, Class A-3 Notes, the and Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Class B Notes and the Offered Notes, the “Notes”). The Class A-1 B Notes and the Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-225949), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 7, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2018-B)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 NotesA-▇▇, the ▇▇▇▇▇ ▇-▇, Class B NotesA-4, the Class B, Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2022-A, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “"Owner Trustee”") identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, 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”)Delaware trustee. The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as 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 (i) the 2022-A Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2022-A Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “"free-writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2022-A)
Introduction. Ford Credit Auto Receivables Two 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 “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the A-2 Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust is governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2019-3 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to 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 an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to 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 will also act acts as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the 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 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 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 “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. The 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, 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2019-3 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on December 4, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Introduction. Ford Credit Auto Receivables Two LLCThe Borrower and the Investor entered into a Securities Purchase Agreement dated as of August 4, a Delaware limited liability company 2008 (the “Depositor”)as amended by Amendment No. 1 thereto, formed under the Amended dated as of February 27, 2009, and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificateby Amendment No. 2, the “Certificate of Formation”) Consent and operating pursuant to an Amended and Restated Limited Liability Company AgreementWaiver thereto, dated as of March 1[ ], 2001 2010 (“Amendment No. 2”), and as the same may be further amended, modified or supplemented from time to time, the “Purchase Agreement”) pursuant to which the Borrower agreed, among other things, to issue to the Investor 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 payment of interest in kind in the form of additional secured convertible promissory notes (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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Additional 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”). The Publicly Registered Notes will be registered together with the Securities and Exchange Commission (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”) 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 Convertible Notes, the “Notes”)) in certain circumstances. The Class A-1 Notes will be sold pursuant Capitalized terms used herein without definition are used herein as defined in the Purchase Agreement. Pursuant to a note purchase agreement Amendment No. 2, the Investor has agreed to consent to the incurrence of additional Indebtedness (the “Class A-1 Note Bridge Financing”) by the Borrower and to certain additional amendments, waivers and consents to the obligations of the Borrower under the Purchase Agreement and the Notes. In consideration for such amendments, waivers and consents, the 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 this Guaranty Agreement”, dated the date hereof, among the Borrower, each of its Subsidiaries party thereto and the Investor, pursuant to which each such Subsidiary has guaranteed the Guranteed Obligations (as herein defined). Each Subsidiary of the Notes will be issued pursuant to an indenture (Borrower hereto acknowledges that the “Indenture”) between Borrower and the Trust Subsidiaries are engaged in related businesses and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex that it has derived, and will be secured by a pool of retail installment sale contracts for new and used carscontinue to derive, light trucks and utility vehicles (substantial benefit from the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables financing provided to the Depositor pursuant to a purchase agreement (Borrower by 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 Investor pursuant to the Sale Notes, and Servicing Agreement. Ford Credit that it will also act as administrator for derive substantial benefit from the Trust financing provided to the Borrower pursuant to an administration agreement (the “Administration Agreement”) among Ford CreditBridge Financing. For and in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration, the Trust receipt and the Indenture Trustee. In order to perfect the security interest sufficiency of the Indenture Trustee in certain accountswhich are hereby acknowledged, the Trust, the Indenture Trustee and the financial institution acting parties hereto hereby agree 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.follows:
Appears in 1 contract
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2019-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes” and, collectively with the Publicly Registered Offered Notes, the “Notes”). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as 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 (i) the 2019-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2019-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2019-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2019-A)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2016-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-A)
Introduction. Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “DepositorFCF Corp”), 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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC”), as sole member, proposes 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-2 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 A-3 Notes, the Class A-4 Notes, the “Class B Notes” and, together with the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 “UnderwritersNotes”), in each case issued by Ford Credit Floorplan Master Owner Trust A (the “Issuer”). Other capitalized terms used FCF Corp and not defined FCF LLC are sometimes referred to in this Underwriting Agreement will have jointly as the meanings given them in Appendix A to the Sale “Transferors” and Servicing Agreement (defined below)each individually as a “Transferor”. The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Issuer is a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under formed pursuant to a trust agreement (dated as of June 29, 2001 among the “Trust Agreement”) between the Depositor and an Transferors, The Bank of New York, a New York banking corporation as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance ), and sale The Bank of the Publicly Registered Notes New York (Delaware), a Delaware banking corporation, as contemplated in this Agreement, the Trust will issue the Class A-1 Notes Delaware trustee (the “Class A-1 Notes” andDelaware Trustee”), collectively with as amended by an amended and restated trust agreement dated as of August 1, 2001 by and among the Publicly Registered NotesTransferors, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement Owner Trustee and the Delaware Trustee (the “Class A-1 Note Purchase Trust Agreement”). Each Note will represent an obligation 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 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 retail installment sale contracts for new and used cars, light trucks and utility vehicles 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 light-duty truck inventory and the Related Security and certain other property monies due thereunder on or after the close of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement business on May 31, 2005 (the “Purchase AgreementSeries 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 (“In-Transit Receivables”) identified in the Terms Annex and the Depositor will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a an amended and restated sale and servicing assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the “Sale and Servicing Assignment Agreement”) identified ). 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 applicable Transferor dated as of December 19, 2002 (together, the “Receivables Purchase Agreements”), and in turn transferred by each Transferor to the Terms Annex. Issuer and serviced for the Issuer by 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 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 “Administration AgreementBase Indenture”) among Ford Credit), between the Trust 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. In order to perfect the security interest of The Base Indenture and 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 Supplement are collectively referred to as the “Basic DocumentsIndenture.” The Basic Documents 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 this 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. This Underwriting Agreement, the indemnification agreement dated June 7, 2005 (the “Indemnification Agreement”), among Ford Credit and the Representatives, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are collectively referred to herein, collectively, as the “Transaction Documents.” The Depositor has prepared Capitalized terms used herein and filed with not otherwise defined have the Commission under the Securities Act of 1933, as amended (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 meanings given them 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 StatementTransaction Documents.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2005-1)
Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (The Agent Agreement must be used by the Purchasing Authority when placing an Order for the supply of Knowledge Resources through an Agent who is an appointed Provider to the NICE Electronic and Print Content Framework Agreement. A full list of appointed Providers to the Framework can be found at: ▇▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇/about/nice-communities/library-and-knowledge-services-staff/buy-books-journals-and-databases The Agent Agreement should be used in conjunction with: the “Depositor”), formed under the Amended Call Off Order Form” and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, any annexes and the “Certificate of Formation”) Call Off Terms & Conditions” and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 any annexes (excluding Provider Terms); the “Limited Liability Company Agent 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 Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (Publisher licence. the “Terms Annex”) that is attached as & 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 A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (SIX: Additional Terms” to the “CommissionCall Off Order Form”) and will be sold to . These additional terms must not conflict with, or materially change, the applicable underwriters listed in the Terms Annex through the representatives (terms in: the “RepresentativesTerms and Conditions of Contract for NICE Electronic and Print Content” and any Annexes”) 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 Call Off Order Form” 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 (any annexes; the “Trust”) identified in the Call Off Terms Annex & Conditions” and established under a trust agreement (the “Trust any annexes; this Agent Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex; any Publisher enforced licensing terms. 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 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”) 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 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 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 amended (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 Where any clauses referred to in this Agent Agreement are not relevant to the Knowledge Resource(s) purchased, the text of these clauses should be removed and 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 expressions below will be interpreted to have the meanings adjacent to them: The following definitions should be read in conjunction with those set out in clauses 4: Defined Terms in the “Registration Statement.Call Off Terms & Conditions” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.document:
Appears in 1 contract
Sources: Agent Agreement
Introduction. Each of Ford Credit Auto Receivables Two 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 “Depositor”"Depositors"), 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 propose to sell the Class A-2 notes (the "Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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"). The Publicly Registered Notes will be registered 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 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 (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 "Transaction Documents". Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The Depositors have prepared and filed with the Securities and Exchange Commission (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”) 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 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”) 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.the
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-3)
Introduction. Ford Credit Auto Receivables Two 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 “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the A Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2018-2 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to 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 an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to 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 will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the 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 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 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 “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. The 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, 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2018-2 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 24, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and 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 AgreementAgreements, 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 Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2024-A, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “"Owner Trustee”") identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes” ") and Class D Notes (the "Class D Notes" and, collectively with the Publicly Registered Class C Notes and the Offered Notes, the “"Notes”"). The Class A-1 C Notes and Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as 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 (i) the 2024-A Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2024-A Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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 2024-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▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2024-A)
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-4 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 Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2019-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes” and, collectively with the Publicly Registered Offered Notes, the “Notes”). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as 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 (i) the 2019-B Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2019-B Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2019-B 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2019-B)
Introduction. Ford Credit Auto Receivables Two 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 “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the A-2 Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2018-1 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to 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 an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to 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 will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the 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 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 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 2018-1 Notes will be perfected under a separate account control agreement (the “Series 2018-1 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 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, 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2018-1 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 24, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-2a, Class A-2b, Class A-3 Notes, the and Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Class B Notes and the Offered Notes, the “Notes”). The Class A-1 B Notes and the Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2018-A)
Introduction. Ford Credit Auto Receivables Two LLCPiedmont Natural Gas Company, Inc., a Delaware limited liability company North Carolina corporation (the “Depositor”"Issuer"), formed confirms its agreement with each of you (individually, an "Agent" and collectively, the "Agents") with respect to the issue and sale from time to time by the Issuer of up to $225,000,000 aggregate principal amount of its Medium-Term Notes, Series E, Due Not Less Than Nine Months from Date of Issue registered under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC registration statements referred to in Section 2(a) (any such certificateMedium-Term Notes, being hereinafter referred to as the “Certificate of Formation”) and operating "Securities", which expression shall, if the context so admits, include any permanent global Security). Securities may be sold pursuant to Section 3 of this Agreement or as contemplated by Section 11 of this Agreement in an Amended aggregate amount not to exceed the amount of Registered Securities (as defined in Section 2(a) hereof) registered pursuant to such registration statements reduced by the aggregate amount of any other Registered Securities sold otherwise than pursuant to Sections 3 and Restated Limited Liability Company 11 of this Agreement. The Securities will be issued under the Indenture, dated as of March April 1, 2001 1993, between Piedmont Natural Gas Company, Inc., a New York corporation (the “Limited Liability Company Agreement”"Predecessor Company"), executed by Ford Motor Credit Company LLCand Citibank, a Delaware limited liability company N.A., as trustee (“Ford Credit”the "Trustee"), as sole memberamended by the First Supplemental Indenture, proposes to sell dated as of February 25, 1994, among the Class A-2 NotesIssuer, the Class A-3 NotesPredecessor Company and the Trustee, and the Second Supplemental Indenture, dated as of June 15, 2003, between the Issuer and the Trustee (collectively, the Class A-4 Notes, "Indenture"). The Securities shall have the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) terms described in the Terms Annex Prospectus referred to in Section 2(a) as it may be amended or supplemented from time to time, including any supplement to the Prospectus that sets forth only the terms of a particular issue of the Securities (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”a "Pricing Supplement"). The Publicly Registered Notes Securities will be registered with the Securities and Exchange Commission (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”) 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 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”) 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 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 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 amended (the “Securities Act”)issued, and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”)terms thereof established, 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 by the Issuer 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 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,” Indenture 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 Procedures (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”), 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”in Section 3(d) hereof)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C A Notes and the Class D B Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor 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 A-1 C Notes (the “Class A-1 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”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell 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 the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and 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 AgreementAgreements, 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 Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-2a, Class A-2b, Class A-3 Notes, the and Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2016-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Class B Notes and the Offered Notes, the “Notes”). The Class A-1 B Notes and the Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as 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 (i) the 2016-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2016-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2016-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Two LLC)
Introduction. Ford Credit Auto Receivables Two 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 “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the A-2 Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2017-2 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to 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 an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to 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 will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the 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 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 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 2017-2 Notes will be perfected under a separate account control agreement (the “Series 2017-2 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. The 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, 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2017-2 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 24, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C A-2 Notes and the Class D B Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor 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 A-1 C Notes (the “Class A-1 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”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell 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 the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2014-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-1 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 Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-C, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “"Receivables Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “"Sale and Servicing Agreement”") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “"free-writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-C)
Introduction. Ford Credit Auto Receivables Two LLCRosetta Genomics, Ltd., a Delaware limited liability company corporation organized under the laws of the State of Israel (the “DepositorCompany”), formed under proposes to issue and sell to 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 several Underwriters listed in Schedule C hereto (the “Limited Liability Company AgreementUnderwriters”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company for whom Aegis Capital Corp. is acting as the representative (the “Ford CreditRepresentative”), as sole member, proposes pursuant 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 terms and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part conditions of this agreement Underwriting Agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission , an aggregate of 5,500,000 shares (the “CommissionFirm Shares”) and will be sold to of the applicable underwriters listed in the Terms Annex through the representatives Company’s authorized but unissued Ordinary Shares (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 “NotesOrdinary Shares”). The Class A-1 Notes will be sold pursuant Company has granted to a note the Underwriters an option to purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant up to an indenture additional 825,000 Ordinary Shares (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 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 capacitycollectively, 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 AgreementAdditional Shares”). The Trust AgreementFirm Shares and the Additional Shares are referred to collectively as the “Shares.” The Shares, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement Representative’s Securities (as defined in Section 2.4) and the Control Agreement Ordinary Shares underlying the Representative’s Securities are referred to herein collectively as the “Securities.” The Securities are more fully described in the Registration Statement and Prospectus referred to below. The offering of the Shares is herein referred to as the “Basic DocumentsOffering.” 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 (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 Underwriters may exercise their over-allotment purchase right 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 whole or from time to time in accordance with Rule 415 under part by giving written notice not later than forty-five (45) days after the Securities Actdate of this Agreement. The registration statement, as amended, has been declared effective Any exercise notice shall specify the number of Additional Shares to be purchased by the CommissionUnderwriters and the date on which such shares are to be purchased. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred If any Additional Shares are to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file withbe purchased, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 number of Additional Shares to be filed to satisfy purchased by each Underwriter shall be the condition number of Additional Shares set forth in Rule 172(c) under on Schedule C. Each purchase date must be at least one business day after the Securities Act written notice is referred to as given and may not be earlier than the “Base Prospectus,” and closing date for the Base Prospectus as supplemented by Firm Shares nor later than five business days after the Prospectus Supplement required to date of such notice. Additional Shares may be filed to satisfy purchased hereby solely for 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 purpose of covering over-allotments made 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 thereinFirm Shares. Each day, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectusif any, 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 Additional Shares are to be purchased by such investor will refer is referred to information available to such purchaser at the time of entry into such initial Contract of Saleherein as an “Option Closing Date”.
Appears in 1 contract
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2017-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-A)
Introduction. Each of Ford Credit Auto Receivables Two 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 “Depositor”"Depositors"), 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 propose to sell the Class A-2 notes (the "Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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"). The Publicly Registered Notes will be registered 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 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 (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 "Transaction Documents". Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The Depositors have prepared and filed with the Securities and Exchange Commission (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”) 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 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”) 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.the
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-4)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2, the Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2020-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes” and, collectively with the Publicly Registered Offered Notes, the “Notes”). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as 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 (i) the 2020-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2020-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2020-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2020-A)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 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”) 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.new
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2013-A)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-B, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “"Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes” " and, collectively with the Publicly Registered Offered Notes, the “"Notes”"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “"Receivables Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “"Sale and Servicing Agreement”") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-B)
Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to under an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 2006 (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 A-2a Notes [and the Class A-2b Notes] (the “Class 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” 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 and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 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 Borrower, CAB West LLC (“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 Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “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 Sale and Servicing Agreement 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, collectively 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 pursuant to under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to 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 (i) the 20__-_ Exchange Note (the “ReceivablesExchange Note”) issued by the Titling Companies under the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a purchase agreement under the First Tier Sale Agreement, dated as of _______, 20__ (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust pursuant to a sale and servicing agreement under the Second Tier Sale Agreement, dated as of _______, 20__ (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant Leases and Leased Vehicles allocated to the Sale and 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 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 pursuant to 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 (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement 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 Agreement 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 (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 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 pursuant to under Rule 424(b) (“Rule 424(b)”) under the 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 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 A 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”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under 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, 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 those material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 the initial Contract of Sale and “Time of Sale Information” with respect to for the Publicly Registered Notes to be purchased by such the investor will refer to information available to such the purchaser at the time of entry into such the initial Contract of Sale.
Appears in 1 contract
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and 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 AgreementAgreements, 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 Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-2)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2, the Class A-4 NotesA-3, the Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2021-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, 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”)Delaware trustee. The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as 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 (i) the 2021-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2021-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2021-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2021-A)
Introduction. Ford Credit Auto Receivables Two 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 “Depositor”"Depositors"), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes propose to sell the Class A-2 NotesA[-1[ and Class A-2]][, the Class A-3 NotesB, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D D] Notes (together, the “Publicly Registered "Offered Notes”" [or "Notes"]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust is governed by a second amended and established under a restated trust agreement (the “"Trust Agreement”") between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “"Owner Trustee”) identified in the Terms Annex"). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “"Class A-1 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 Offered Notes, the “Class B Notes and the Class C Notes”], the "Series 20__-_ Notes" or the "Notes"). The [Class A-1 B, Class C and Class D] Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositors.] The Notes will be issued pursuant to an under a second amended and restated indenture (the “"Base Indenture”") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “"Indenture Trustee”) identified in the Terms Annex "), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “"Receivables”") and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”") identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the “each, a "Sale and Servicing Agreement”") identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to under the Sale and Servicing AgreementAgreements. Ford Credit will also act as administrator for the Trust pursuant to an administration [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Administration "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 Indenture Trustee"Back-up Servicer")]. In order to perfect 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 granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into ’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 20__-_ Notes will be perfected under a separate account control agreement (the "Series 20__-_ 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 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, Ford Credit, as servicer, and C▇▇▇▇▇▇ 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 AgreementAgreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the IndentureAccount Control Agreement, the Administration Series 20__-_ Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-________), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on ______, 20__ (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), [(a)] at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Preliminary Prospectus”"Supplement") as described in the Terms Annex under "Time of Sale Information"] (as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of [together,] 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “"free-writing prospectus,” " as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.state
Appears in 1 contract
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “"Class D Notes" or the "Publicly Registered 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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 will be were issued on the Closing Date specified in the Terms Annex 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 AgreementNotes, the Trust will issue 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 C Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “"Notes”"). The Class A-1 Notes will be were sold pursuant to a note purchase agreement 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 A-1 Note Purchase Agreement”)C Notes and the Class D Notes were initially retained by the Depositor. The Class C Notes were thereafter sold pursuant to an underwriting agreement. Each of the Notes will be were 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 are 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 sold the Receivables to the Depositor pursuant to a purchase agreement (the “"Purchase Agreement”") identified in the Terms Annex and the Depositor will sell sold 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 services the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act 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 will enter 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 Securities Act of 1933, as amended (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 Securities Act a prospectus 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “"Time of Sale”"), 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 Terms Annex under “"Time of Sale Information” " (collectively, the “"Time 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 Settlement Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-2a, Class A-2b, Class A-3 Notes, the and Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2017-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Class B Notes and the Offered Notes, the “Notes”). The Class A-1 B Notes and the Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as 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 (i) the 2017-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2017-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 2017-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Two LLC)
Introduction. Ford Credit Auto Receivables Two 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 “DepositorDepositors”), 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 each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the A Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust is governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2019-1 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to 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 an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain 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 will sell the Receivables to the Depositor pursuant to under a purchase 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”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to 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 will also act acts as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the 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 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 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 2019-1 Notes will be perfected under a separate account control agreement (the “Series 2019-1 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 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, 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 AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2019-1 Account Control Agreement and the Control 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 has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on December 4, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to after the initial Time of Sale, the Depositor 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 Depositor Depositors that investors in the Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2019-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by a second amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-225949), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 7, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2019-B)
Introduction. Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C A Notes and the Class D B Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 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 Agreement Agreements (defined below). The rules of usage specified stated in the Sale and Servicing Agreement 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 Depositor 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 A-1 C Notes (the “Class A-1 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”). The Class A-1 Notes will be sold pursuant to a note purchase agreement ) under an indenture (the “Class A-1 Note Purchase AgreementBase Indenture”). Each of the Notes will be issued pursuant to ) 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and certain other property of the Trust. Ford Credit will sell Related Security and amounts due under those Receivables on or after the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell 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 the Trust pursuant to Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), under a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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 such that capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the 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 pursuant to 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 the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter 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 2015-5 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-5 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 Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 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 Depositors also has have filed with, or will file with, the Commission pursuant to under Rule 424(b) (“Rule 424(b)”) under the 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 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 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 stated in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under 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, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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 the material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 the initial Contract of Sale and “Time of Sale Information” with respect to for the Publicly Registered Notes to be purchased by such the investor will refer to information available to such the purchaser at the time of entry into such the initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 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”) 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.new
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-B)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2024-B, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “"Owner Trustee”") identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes” ") and Class D Notes (the "Class D Notes" and, collectively with the Publicly Registered Class C Notes and the Offered Notes, the “"Notes”"). The Class A-1 C Notes and Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as 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 (i) the 2024-B Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2024-B Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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 2024-B 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▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2024-B)
Introduction. [Each of] [Ford Credit Auto Receivables Two 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 “Depositor”"Depositors"]), 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 propose[s] 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 Class D A Notes (together, the “Publicly Registered "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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Transaction Documents (defined below). The rules of usage specified in the Sale and Servicing Agreement 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”") between among the Depositor Depositor[s] and an owner trustee (the “"Owner Trustee”") and a Delaware trustee (the "Delaware 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used cars, light trucks car and utility vehicles truck inventory (the “"Receivables”") and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to 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”) 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 __ ("MOT_ "). References herein to the Receivables include the Receivables held by the Trust 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 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 [each]/[the] Depositor pursuant to [separate]/[a] receivables purchase agreement[s] ([each, a]/[the] "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 MOT__] and serviced for the Trust [or MOT__] by Ford Credit (in such capacity, the “"Servicer”") will service the Receivables on behalf of the Trust pursuant to the Sale [separate]/[a] transfer and servicing agreement[s] ([each, a]/[the] "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. 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 Sale and Assignment Agreement, the Sale Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Back-up Servicing Agreement, the Indenture, Indenture and 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 has]/[Depositors have] prepared and filed with the Commission under the Securities Act of 1933, as amended (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 has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) (“"Rule 424(b)”") under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “"Time of Sale”"), the Depositor had Depositor[s] [had/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 Terms Annex under “"Time of Sale Information” " (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.,
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C A-2 Notes and the Class D B Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor 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 A-1 C Notes (the “Class A-1 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”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell 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 the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-5 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-5 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 Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. 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 under 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D C Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 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 specified 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”) 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 under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of The Class D Notes will initially be retained by the Depositor. The Notes will be issued pursuant to 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 certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such that capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to 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 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 amended (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 under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such 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 pursuant to under Rule 424(b) (“Rule 424(b)”) under the 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 the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain 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 specified stated in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under 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, 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.the
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-C)
Introduction. Ford Credit Auto Receivables Two LLCST Energy Transition I Ltd., a Delaware Bermuda exempted company limited liability company by shares (the “DepositorCompany”), formed under agrees with the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC several underwriters named in Schedule I hereto (such certificatecollectively, the “Certificate of FormationUnderwriters”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement), dated as of March 1, 2001 for whom you (the “Limited Liability Representative”) are acting as representative, to issue and sell to you and, as applicable, to the several Underwriters 25,000,000 Stakeholder Aligned Initial Listing (“SAILSM”) securities of the Company Agreement(such SAILSM securities to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional SAILSM securities of the Company to cover over-allotments, executed by Ford Motor Credit Company LLC, a Delaware limited liability company if any (the “Ford CreditOptional Securities”), as sole member, proposes to sell set forth below. The Firm Securities and the Class A-2 NotesOptional Securities are herein collectively called the “Offered Securities.” To the extent that there are no additional Underwriters listed on Schedule I other than you, the Class A-3 Notesterm Representative as used herein shall mean you, the Class A-4 Notesas Underwriter, the Class B Notes, the Class C Notes and the Class D Notes (together, term Underwriter shall mean either the “Publicly Registered Notes”) described singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part Section 25 of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with Each SAILSM security (each, a “SAILSM Security” and, together, the Securities and Exchange Commission “SAILSM Securities”) consists of one of the Company’s Class A shares, par value $0.0001 per share (the “CommissionOrdinary Shares”) ), and will be sold one-half of one redeemable warrant, where each whole warrant entitles its holder, upon exercise, to the applicable underwriters listed in the Terms Annex through the representatives purchase one Ordinary Share (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “UnderwritersWarrant(s)”). Other capitalized terms used The Ordinary Shares 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 Warrants included in the Sale SAILSM Securities will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a Business Day, the following Business Day), unless the Representative informs the Company of its decision to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined herein), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and Servicing Agreement (c) the Company having issued a press release announcing when such separate trading will apply to this Agreementbegin. The Publicly Registered Notes No fractional Warrants will be issued by upon separation of the SAILSM Securities, and only whole Warrants will trade. Each whole Warrant entitles its holder, upon exercise, to purchase one Ordinary Share at a Delaware statutory trust price of $11.50 per share, subject to adjustment, during the period commencing on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation; provided, however, that pursuant to Section 2.5 of the Warrant Agreement (as defined herein), only a whole Warrant may be exercised. As used herein, the term “Trust”) identified Business Combination” (as described more fully in the Terms Annex and established under Registration Statement) shall mean a trust agreement merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or assets involving the Company. The Company will enter into an Investment Management Trust Agreement, to be dated as of the Closing Date (as defined in Section 4 hereof) (the “Trust Agreement”) between the Depositor and an owner ), with Continental Stock Transfer & Trust Company (“CST”), as 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 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”) 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 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 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 amended (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 Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in substantially 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 Exhibit 10.3 to the Registration Statement, any preliminary prospectus used pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a U.S.-based trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued, in each case as described more fully in the Registration Statement. The Company will enter into a Warrant Agreement, to be dated as of the Closing Date (the “Warrant Agreement”), with respect to the Warrants and the Private Placement Warrants with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement, pursuant to which CST will act as warrant agent in connection with the offering issuance, registration, transfer, exchange, redemption, and exercise of the Publicly Registered Notes Warrants and the Private Placement Warrants. The Company has entered into a Securities Subscription Agreement, dated May 17, 2021 (the “Original Alignment Share Purchase Agreement”), with Sloane Square Capital Holdings Ltd., a Bermuda exempted company limited by shares (the “Sponsor”), in substantially the form filed as Exhibit 10.5 to the Registration Statement, pursuant to which the Sponsor purchased an aggregate of 1,725,000 of the Company’s Class B shares, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Alignment Shares” and including the Ordinary Shares issuable upon conversion thereof, the “Conversion Shares”). On June 29, 2021, the Sponsor transferred 10,000 Alignment Shares to each of the Company’s directors. On November 6, 2021, the Company entered into an amended and restated Securities Subscription Agreement (the “Alignment Share Purchase Agreement”) with the Sponsor, filed as Exhibit 10.9 to the Registration Statement, pursuant to which the Original Alignment Share Purchase Agreement was amended and restated to, amongst other things, (a) expand the scope of the forfeiture provisions under the Original Alignment Share Purchase Agreement to include forfeitures in connection with changes to the terms and size of the Offering (as defined below) and (b) to reduce the number of Alignment Shares subject to forfeiture to 187,500 Alignment Shares. By way of a notice of forfeiture signed by the Company and delivered to the Sponsor on November 6, 2021, the Company purchased, for cancellation, 287,500 Alignment Shares from the Sponsor at a per share price of US$0.014, resulting in an aggregate of 1,437,500 Alignment Shares outstanding, and the Sponsor made a concurrent contribution of all the consideration otherwise due and payable to it to the Company as a contribution to the Company’s contributed surplus account. An aggregate of up to 187,500 Alignment Shares are subject to forfeiture by the Sponsor depending on the extent to which the Underwriters exercise their over-allotment option. The Alignment Shares are substantially similar to the Ordinary Shares included in the SAILSM Securities, except as described in the Terms Annex Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into a Sponsor Warrants Purchase Agreement, dated as of the date hereof (the “Preliminary Warrant Subscription Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor agreed to purchase an aggregate of 10,750,000 warrants (or up to 12,062,500 warrants depending on the extent to which the Underwriters exercise their over- allotment option), at a price of $1.00 per Private Placement Warrant, each whole warrant entitling the holder, upon exercise, to purchase one Ordinary Share for $11.50 per share, subject to adjustment (the “Private Placement Warrants”). The Private Placement Warrants are substantially similar to the Warrants included in the SAILSM Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus”) or the Prospectus . The Company will be deemed to refer to enter into a Registration and include any exhibits thereto and any documents incorporated by reference thereinShareholder Rights Agreement, dated as of the effective Closing Date (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the Ordinary Shares underlying the Alignment Shares and the Private Placement Warrants and the Warrants (which will be substantially similar to the Private Placement Warrants) that may be issued upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered certain letter agreements, each dated as of the date hereof (each, an “Insider Letter” and, together, the “Insider Letters”), by and among the Sponsor and each of the Company’s officers, directors and director nominees, in substantially the form filed as Exhibit 10.2 to the Registration Statement. The Company issued a non-interest bearing, unsecured promissory note, dated April 30, 2021, for an aggregate amount of up to $300,000 to the Sponsor in substantially the form filed as Exhibit 10.1 to 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 InformationPromissory Note”) in exchange for the payments by the Sponsor to the Company. These monies have been used to cover expenses relating to prior securitized pools in Annex A the Offering. The Promissory Note will be payable on the earlier to occur of December 31, 2021 or the Preliminary Prospectus Supplement and the Prospectus SupplementClosing Date. At or prior to the time that the Representatives first The Company has entered into “contracts an Administrative Services Agreement, dated as of sale” the date hereof (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 SaleAdministrative Services Agreement”), with Sloane Square Capital Holdings Ltd., an affiliate of the Depositor had prepared Company, in substantially the Preliminary Prospectus and form filed as Exhibit 10.8 to the information (including any “free-writing prospectus,” as defined Registration Statement, pursuant to Rule 405 under which the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time Company will pay to Sloane Square Capital Holdings Ltd. an aggregate monthly fee of Sale Information” (collectivelyup to $10,000 for certain office space, the “Time of Sale Information”). Ifutilities, subsequent to the initial Time of Salefinance, the Depositor accounting, tax 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 thereinother administrative, in the light of the circumstances under which they were made, not misleading secretarial support 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Salepersonnel services.
Appears in 1 contract
Sources: Underwriting Agreement (ST Energy Transition I Ltd.)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 NotesA-2b, the Class A-3, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2023-A, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “"Owner Trustee”") identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 D Notes (the “"Class A-1 D Notes” " and, collectively with the Publicly Registered Offered Notes, the “"Notes”"). The Class A-1 D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as 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 (i) the 2023-A Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2023-A Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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 2023-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▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2023-A)
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2012-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-1 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 Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-1)
Introduction. 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 under 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D C Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 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 specified 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”) 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 under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of The Class D Notes will initially be retained by the Depositor. The Notes will be issued pursuant to 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 certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such that capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to 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 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 amended (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 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 pursuant to under Rule 424(b) (“Rule 424(b)”) under the 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 the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain 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 specified stated in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under 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, 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 the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such the investor will refer to information available to such the purchaser at the time of entry into such the initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-B)
Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 2006 (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 A-2a Notes [and the Class A-2b Notes] (the “Class 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” 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 and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 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 Borrower and CAB West LLC (“CAB West”), 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 Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “Credit and Security Agreement”), dated as of December 1, 2006, among the CAB East, CAB West and FCALM , LLC (“FCALM” and together with CAB East and CAB West, 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 Sale and Servicing Agreement 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, collectively 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”). 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 (i) the 20_-_ Exchange Note (the “ReceivablesExchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a purchase agreement the First Tier Sale Agreement, dated as of ________, 20__ (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust pursuant to a sale and servicing agreement the Second Tier Sale Agreement, dated as of ________, 20__ (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of Leases and Leased Vehicles allocated to the Trust Exchange Note pursuant to the Sale and 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 ________, 20__ (the “Servicing Supplement”), among Ford Credit, CAB East Holdings, CAB West Holdings 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 and the financial institution acting as the securities intermediary, will enter into an account control agreement (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement 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 Agreement 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 (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 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 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2019-C, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by a second amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-225949), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 7, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2019-C)
Introduction. 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 2001, executed by Ford Credit, as sole member (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 A-2 notes (the "Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “"Commission”" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the “Terms Annex, the "Representatives”") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “"Public Note 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 Notes exempt from registration pursuant to Section 3(a)(3) of usage specified the Securities Act of 1933, as amended (the "Act"), as set forth in the Sale Terms Annex, will be sold to the applicable underwriters listed in the Terms Annex (the "Exempt Note Underwriters" and Servicing Agreement will apply to this Agreementtogether with the Public Note Underwriters, the "Underwriters"). 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 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”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, cars and light trucks and utility vehicles (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”") 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 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 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 Control Agreement Interest Rate Swaps (if any) are collectively referred to as called the “"Basic Documents.” " The Basic Documents Documents, the Indemnification Agreement and this Agreement are collectively referred to as called the “"Transaction Documents.” " The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (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 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.” " 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 (the "Exempt Notes," and 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 Publicly Registered Notes described in the Terms Annex (the “"Preliminary Prospectus”) "), preliminary offering memorandum relating to the Exempt Notes (the "Preliminary Offering Memorandum"), the Prospectus or the Prospectus 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 ProspectusOffering Memorandum, as the case may be. The Depositor has included posted certain static pool information (the “"Static Pool Information”") relating to prior securitized pools in Annex A to the Preliminary website listed in the Prospectus Supplement and the Prospectus Supplement. under "Transaction Parties-Static Pool Information." At or prior to the time that the Representatives first entered into “contracts of sale” (within sold the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered NotesNotes 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 the information (including any “"free-writing prospectus,” " as defined pursuant to 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, subsequent to the initial Time date of Salethis Agreement, the Depositor and the Representatives determine that the original Time of Sale Information 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 they have reformed the purchase contracts with investors in of the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of SaleNotes, 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 Salereformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “"Publicly Registered 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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 Notes, (the “"Class A-1 Notes” " and, collectively 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”"). 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 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 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 amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “"Time of Sale”"), 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 Terms Annex under “"Time of Sale Information” " (collectively, the “"Time 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”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-A)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2[a], the [Class A-4 NotesA-2b,] Class A-3, the Class B NotesA-4, the [Class C Notes B] and the [Class D C] Notes (together, the “Publicly Registered "Offered Notes”" [or the "Notes"]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 20__-__, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by [an][a second] [amended and established under a restated] trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an __________________, as owner trustee (the “"Owner Trustee”) identified in the Terms Annex"). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “"Class A-1 B Notes” ") and the Class C Notes (the "Class C Notes" and, collectively with the Publicly Registered Offered Notes and the Class B Notes, the “"Notes”"). The Class A-1 B and Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an __________________, as 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 the Depositor pursuant to under a receivables purchase agreement (the “"Receivables Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “"Sale and Servicing Agreement”") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-________), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on ______, 20__ (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), [(a)] at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Preliminary Prospectus”"Supplement") as described in the Terms Annex under "Time of Sale Information"] (as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of [together,] 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Auto Receivables Two LLCIllinois Power Securitization Limited Liability Company, a special purpose Delaware limited liability company (the “Depositor”"Grantee") proposes to cause and be sold to the underwriters named in Schedule II hereto (the "Underwriters"), formed under for whom you are acting as representatives (the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate"Representatives"), the “Certificate principal amount of Formation”the notes identified in Schedule I hereto (the "Notes") to be issued. 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 operating "Representatives," as used herein, shall each be deemed to refer to such firm or firms. Illinois Power Special Purpose Trust, a Delaware business trust (the "Note Issuer") was formed pursuant to an Amended and Restated Limited Liability Company Agreementa declaration of trust, dated as of March December 1, 2001 1998, by First Union Trust Company, National Association, a national banking association, as Delaware Trustee (the “Limited Liability Company Agreement”"Delaware Trustee"), executed by Ford Motor Credit Company LLCand ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇, each as a Delaware limited liability company Beneficiary Trustee (“Ford Credit”the "Trust Agreement"), 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 Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture, dated as of December 1, 1998, as supplemented by a first supplemental indenture or Trust Issuance Certificate (and as amended and supplemented from time to time, the "Indenture"), by and between the Note Issuer and ▇▇▇▇▇▇ Trust and Savings Bank, a banking corporation organized under the laws of the State of Illinois, as Indenture Trustee (the “Indenture”) between "Indenture Trustee"). The assets of the Trust and an indenture trustee Note Issuer will consist primarily of the Intangible Transition Property (whether created by the Transitional Funding Order issued by the Illinois Commerce Commission (the “Indenture Trustee”"ICC") identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used carson September 10, light trucks and utility vehicles 1998 (the “Receivables”"1998 Funding Order") and certain other property of the Trust. Ford Credit will sell the Receivables or any Subsequent Funding Order) transferred to 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 Note Issuer pursuant to the Sale Agreement (as hereinafter defined). Such Intangible Transition Property was, by virtue of the 1998 Funding Order, granted to and Servicing vested in the Grantee, whose sole member is Illinois Power Company (the "Company"). Pursuant to an agreement relating to the grant of Intangible Transition Property, dated as of December 1, 1998 (the "Grant Agreement"), by and between the Company and the Grantee, the Company has confirmed the absolute nature of the ownership of the Intangible Transition Property in the Grantee. Ford Credit The Intangible Transition Property will also act as administrator for be transferred to the Trust Note Issuer by the Grantee pursuant to an administration agreement Intangible Transition Property sale agreement, dated as of December 1, 1998 (the “Administration "Sale Agreement”) among Ford Credit"), by and between the Grantee and the Note Issuer. Other Intangible Transition Property may be granted to and vested in the Grantee pursuant to Subsequent Financing Orders and confirmed by Subsequent Grant Agreements and transferred to the Note Issuer by the Grantee pursuant to Subsequent Sale Agreements. Pursuant to the Indenture, the Trust and Note Issuer has granted to the Indenture Trustee. In order to perfect , as trustee for the security interest benefit of the Indenture Trustee holders of the Notes, all of its right, title and interest in certain accountsand to the Intangible Transition Property as security for the Notes. The Intangible Transition Property will be serviced pursuant to an Intangible Transition Property servicing agreement, dated as of December 1, 1998 (as amended and supplemented from time to time, the Trust"Servicing Agreement"), by and between the Indenture Trustee Company, as servicer, and the financial institution acting as Grantee. All of the securities intermediary will enter into an account control agreement (Grantee's right, title and interest in and to the “Control Agreement”). The Trust Agreement, the Purchase Grant Agreement, the Sale Agreement and the Servicing Agreement, among other things, will be transferred to the Note Issuer as Related Assets pursuant to the Sale Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documentsincluding Appendix A thereto.” 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 (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Illinois Power Securitization Limited Liability Co)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-C, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “"Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “"Class A-1 C Notes” " and, collectively with the Publicly Registered Offered Notes, the “"Notes”"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “"Receivables Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “"Sale and Servicing Agreement”") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-C)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Verizon Master 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 proposes to issue $399,400,000 principal amount of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the its 3.01% Series 2022-3 Class A-1 A Notes (the “Class A-1 A Notes”), $34,400,000 principal amount of its 3.25% Series 2022-3 Class B Notes (the “Class B Notes”) and $16,200,000 principal amount of its 3.50% Series 2022-3 Class C Notes (the “Class C Notes” and, collectively and together with the Publicly Registered Class A Notes and the Class B Notes, the “Notes”). The Trust proposes to sell the Class A-1 A Notes will be sold pursuant and the Class C Notes in the amounts as set forth on Schedule I to a note purchase agreement the several underwriters (each, an “Underwriter”), for whom Citigroup Global Markets Inc., BNP Paribas Securities Corp., Loop Capital Markets LLC and RBC Capital Markets, LLC are acting as representatives (collectively, the “Class A-1 Note Purchase AgreementRepresentatives”). Each of The Depositor (as defined below) or an affiliate thereof intends to retain the Class B Notes on the Closing Date. The Class A Notes and the Class C Notes are hereinafter referred to as the “Underwritten Notes”. The Notes will be issued pursuant to an indenture Indenture to be dated as of the Closing Date (the “Indenture”) ), between the Trust and an U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”) identified in and note paying agent. The assets of the Terms Annex Trust include, among other things, certain device payment plan agreements transferred to the Trust before, and will be secured by a pool of retail installment sale contracts for new and used carsfrom time to time after, light trucks and utility vehicles the Closing Date (as defined below) (the “Receivables”) ). The Receivables and certain other related property of have been transferred, and from time to time after the Trust. Ford Credit Closing Date, will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables be transferred to the Trust pursuant to a sale Transfer and servicing agreement Servicing Agreement, dated as of May 25, 2021, as amended by that certain Omnibus Amendment No. 1, dated as of November 4, 2021 (the “Sale Omnibus Amendment”), among the Trust, the Depositor (as defined below), Verizon Wireless (as defined below), the Master Collateral Agent (as defined below), the Additional Transferor (as defined below) and the various originators from time to time party thereto (the “Transfer and Servicing Agreement”) identified in among the Terms Annex. Ford Credit Trust, Verizon ABS II LLC (the “Depositor”) and Cellco Partnership d/b/a Verizon Wireless (“Verizon Wireless” or the “Sponsor”), as servicer (in such capacity, the “Servicer”), as marketing agent (in such capacity, the “Marketing Agent”) and as custodian. The Depositor acquired and will acquire the Receivables and related property pursuant to the terms of (i) the Originator Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Originator Receivables Transfer Agreement”) between the Depositor and the various originators from time to time party thereto and (ii) the Additional Transferor Receivables Transfer Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment (the “Additional Transferor Receivables Transfer Agreement”) among the Depositor, the Servicer and Verizon DPPA Master Trust (the “Additional Transferor”). In addition, the Servicer services and will service the Receivables pursuant to the Transfer and Servicing Agreement and has agreed to perform certain administrative tasks on behalf of the Trust pursuant to the Sale and Servicing Administration Agreement. Ford Credit will also act , dated as administrator for the Trust pursuant to an administration agreement of May 25, 2021 (the “Administration Agreement”) among Ford Creditbetween the Trust and Verizon Wireless, as administrator. Furthermore, Verizon Communications Inc. (“Verizon”) entered into a Parent Support Agreement, acknowledged and agreed to by the Depositor, the Trust and the Indenture Trustee. In order to perfect Master Collateral Agent (as defined below), dated as of May 25, 2021 and has guaranteed the security interest payment obligations of the Indenture Trustee Originators and Verizon Wireless, in its capacities as Servicer and Marketing Agent. The Trust has contracted for the review of the Receivables for compliance with the representations and warranties made about them in certain accountscircumstances under an asset representations review agreement, dated as of May 25, 2021 (the “Asset Representations Review Agreement”) among the Trust, the Indenture Trustee Servicer and the financial institution acting Pentalpha Surveillance LLC, as the securities intermediary will enter into an account control agreement asset representations reviewer (the “Control Asset Representations Reviewer”). Collections on and proceeds of the Receivables are designated to different Groups under the Master Collateral Agency and Intercreditor Agreement, dated as of May 25, 2021, as amended by the Omnibus Amendment, among the Trust, Verizon Wireless, as Servicer, U.S. Bank National Association, as master collateral agent (in such capacity, the “Master Collateral Agent”), and the Creditor Representatives from time to time party thereto (the “Master Collateral Agreement”). Furthermore, the Originators will make certain representations, warranties and covenants to the Trust and the Depositor in connection with the EU Securitization Regulation Rules (as defined therein) and UK Securitization Regulation Rules (as defined therein) pursuant to an EU/UK Risk Retention Agreement, dated as of May 25, 2022 (the “Risk Retention Agreement”), among the Originators, the Trust and the Depositor. Collections on and proceeds of the Receivables designated to Group 1 (as such term is defined in the Indenture) will be applied to make payments on the Notes. Any reference to Receivables in this Agreement will refer to the Receivables designated to Group 1. The Trust was formed by the Depositor pursuant to a trust agreement and is governed by the Amended and Restated Trust Agreement (the “Trust Agreement”), dated as of May 25, 2021 between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). The Class A Certificate and the Class B Certificate (collectively, the Purchase “Certificates”), representing the equity interest in the Trust, were issued to the Depositor pursuant to the Trust Agreement and are held by the Depositor and the nominee of the Originators, which nominee is also the sole equityholder of the Additional Transferor. Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) are defined in Appendix A to the Master Collateral Agreement or in the Indenture, as applicable, or if not defined therein, then as defined in the Prospectus (as defined below). As used herein, the Sale term “Transaction Documents” refers to the Transfer and Servicing Agreement, the Indenture, the Originator Receivables Transfer Agreement, the Additional Transferor Receivables Transfer Agreement, the Trust Agreement, the Parent Support Agreement, the Master Collateral Agreement, the Group 1 Supplement to the Master Collateral Agreement, the Marketing Agent Agency Agreement, the Account Control Agreement, the Series 2022-3 Account Control Agreement, the Administration Agreement, the Asset Representations Review Agreement, the Depository Agreement and the Control Agreement are collectively referred Risk Retention Agreement. At or prior to the time and date when the first Contract of Sale (as defined below) for the Underwritten Notes was entered into by the Underwriters, which was 2:50 p.m. (New York time) on May 19, 2022 (the “Basic Documents.” The Basic Documents Time of Sale”), the Depositor had prepared (i) the preliminary prospectus, dated May 16, 2022 (subject to completion), filed with the Commission on May 16, 2022 pursuant to and this Agreement are collectively referred to as in accordance with Rule 424(h) under the Act (“Rule 424(h)”) (the “Transaction Documents.” The Depositor has prepared Preliminary Prospectus”) and (ii) a free writing prospectus, dated May 16, 2022, and filed with the Commission on May 16, 2022 pursuant to Rule 433 (the “Ratings Free Writing Prospectus” and, together with the Preliminary Prospectus and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act of 1933, as amended (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 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of SaleSale and prior to the Closing Date, the Depositor and the Representatives determine that the original such Time of Sale Information included includes an untrue statement of material fact or omitted omits to state a material fact necessary in order to make the statements contained 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 Underwriters terminate their initial old “Contracts of Sale Sale” (within the meaning of Rule 159 under the Securities Act) (“Contracts of Sale”) and enter into new Contracts of SaleSale with investors in the Underwritten Notes, 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 conveyed to purchasers investors at the time of entry (prior to the Closing Date) into the first such new Contract of SaleSale in an amended preliminary prospectus approved by Verizon Wireless, including any information the Depositor and the Representatives that corrects such material misstatements or omissions (such new information, the a “Corrective InformationCorrected Prospectus”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 and date on which such initial Contract new Contracts of Sale were entered into. The Notes will be offered pursuant to the prospectus dated May 19, 2022 (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Time of Sale Information” with respect Prospectus”) relating 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 SaleNotes.
Appears in 1 contract
Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 2006 (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 A-2 Notes (the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes, ”) and the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class B Notes, the Class C A-2 Notes and the Class D Notes (togetherA-3 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 of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 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 Borrower, CAB West LLC (“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 Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “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 Sale and Servicing Agreement 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 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”) 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 (i) the 2011-B Exchange Note (the “ReceivablesExchange Note”) issued by the Titling Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a purchase agreement the First Tier Sale Agreement, dated as of October 1, 2011 (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust pursuant to a sale and servicing agreement the Second Tier Sale Agreement, dated as of October 1, 2011 (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of Leases and Leased Vehicles allocated to the Trust Exchange Note pursuant to the Sale and 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 (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement 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 Agreement 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 (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 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 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”), 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 Terms Annex under “Time of Sale Information” (collectively, the “Time 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2011-B)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2, the Class A-4 NotesA-3, the Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2021-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, 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”)Delaware trustee. The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as 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 (i) the 2021-B Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2021-B Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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 2021-B 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2021-B)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2015-C, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act”), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered 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 under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. 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 A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D A-4 Notes (together, the “"Publicly Registered Notes”RegisteredNotes") 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”"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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”) 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 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, collectively with Notes and 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”"). 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”") identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, cars and light trucks and utility vehicles (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”") 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 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 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 Control Agreement Interest Rate Swaps (if any) are collectively referred to as the “"Basic Documents.” " The Basic Documents 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 Securities Act of 1933, as amended (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 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 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 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”"), 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 Terms Annex under “"Time of Sale Information” " (collectively, the “"Time of Sale Information”"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information 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 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”") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 77 hereof, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-C)
Introduction. Ford Credit Auto Receivables Lease 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 NotesA-2b, the Class B NotesA-3, the Class A-4, Class B, Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Lease Trust 2023-B, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “"Owner Trustee”") identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, 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”)Delaware trustee. The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as 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 (i) the 2023-B Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain 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 Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “"Exchange Note Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “"Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “"Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2023-B Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into 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 2023-B 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, 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 and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2023-B)
Introduction. 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 wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“"Ford Credit”"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 NotesA-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes”" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “"Agreement”"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (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 the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered 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 Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-B, a Delaware statutory trust (the “"Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the “"Trust Agreement”") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “"Indenture”") between to be entered into by the Trust and an The Bank of New York Mellon, as 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 the Depositor pursuant to under a receivables purchase agreement (the “"Receivables Purchase Agreement”") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “"Sale and Servicing Agreement”") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the “"Administration Agreement”") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into 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▇▇▇▇▇▇ Fixed Income Services LLC, 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 Control 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 has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), 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 for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “"Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered 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 under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, 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 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 Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “"Time of Sale”"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “"free-writing prospectus,” " as defined pursuant to 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, subsequent to 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 Publicly Registered 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 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 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 such the material misstatements or omissions (such the new information, the “"Corrective Information”") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that 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 such the initial Contract of Sale and “"Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such 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 after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-B)
Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “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 Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered 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”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (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 Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement 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 among the Depositor 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 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 note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of 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 retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or -distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified 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”) will service the Receivables on behalf of the Trust pursuant to the 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 accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and 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 AgreementAgreements, 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 Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (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 Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the 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 the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had 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 Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor 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 Depositor 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”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that 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 such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Corp)