Common use of Introduction Clause in Contracts

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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-D), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-C)

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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

Samples: 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

Samples: 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-C), Underwriting Agreement (Ford Credit Auto Owner Trust 2009-B)

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

Samples: Assumption Agreement (Perseus Partners Vii L P), Pledge and Security Agreement (Photomedex Inc)

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 Sale.any applicable securities law. Confidential NT EQUITY LONG/SHORT STRATEGIES FUND SUPPLEMENT TO CONFIDENTIAL PRIVATE OFFERING MEMORANDUM January 2014

Appears in 2 contracts

Samples: Credit Agreement (NT Alpha Strategies Fund), Credit Agreement (NT Equity Long/Short Strategies Fund)

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

Samples: Underwriting Agreement (Ford Credit Floorplan Corp), 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 X-0, the Xxxxx X-0, [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

Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)

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,agentand 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 Prospectuswill 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

Samples: Selling Agency Agreement (Nordic Investment Bank), Selling Agency Agreement (Nordic Investment Bank)

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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2015-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2015-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[a], the [Class A-3 NotesA-1b,] Class A-2[a], the [Class A-4 NotesA-2b,] Class X-0, the Xxxxx X-0, [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

Samples: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)

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 beapplicable. 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.OVERVIEW OF THE RESTRUCTURING

Appears in 2 contracts

Samples: Dip Credit Agreement (Legacy Reserves Inc.), Dip Credit Agreement (Legacy Reserves Inc.)

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 beapplicable. 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.OVERVIEW OF THE RESTRUCTURING

Appears in 2 contracts

Samples: Dip Credit Agreement (Legacy Reserves Inc.), Dip Credit Agreement (Legacy Reserves Inc.)

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

Samples: Underwriting Agreement (Ford Credit Floorplan Corp), 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 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2013-D), Underwriting Agreement (Ford Credit Auto Owner Trust 2014-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 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 Xxxxxxx 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

Samples: 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 ). 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 Xxxxx 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 Xxxxxxx 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, 000-000000-00 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

Samples: Underwriting Agreement (Ford Credit Floorplan 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-2a, the Class X-0x, Xxxxx X-0, 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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2019-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 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2013-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 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 (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, together with the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, Notes and 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 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2013, 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 pursuant to a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2013-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, 2013 (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, 2013 (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, 2013 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2013-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 NotesX-0x, the Xxxxx X-0, 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 Xxxxxxx 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

Samples: 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” 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 2012-4 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 2012-4 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

Samples: Administration Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-4)

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 2019-4 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 Xxxxx 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 2019-4 Notes will be perfected under a separate account control agreement (the “Series 2019-4 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. 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 Xxxxxxx 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 2019-4 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, 000-000000-00 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

Samples: 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 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 NotesX-0x, the Xxxxx X-0, 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-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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-C)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company In accordance with the terms and conditions of the Agreement and Plan of Merger (the “DepositorMerger Agreement”), 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 1April 7, 2001 2011, by and among M/A-COM Technology Solutions Inc., a Delaware corporation (“MTS”), Optomai Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of MTS (“Merger Sub”), Optomai, Inc., a Delaware corporation (the “Limited Liability Company AgreementCompany”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”)the stockholders party thereto and Xxxxx Xxxxxxxxx, as sole member, proposes to sell the Class A-2 Notesstockholders’ agent, the Class A-3 Notes, undersigned hereby surrenders to the Class A-4 Notes, Company the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”certificate(s) described in the Terms Annex Box B (the “Terms AnnexCertificate(s)”) that is attached as Annex A and incorporated into and made part representing the shares of this agreement (this agreement including common stock of the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission Company set forth on such Certificate(s) (the “CommissionCompany Shares”) and will be sold in exchange for cash pursuant to the applicable underwriters listed Merger Agreement. The undersigned acknowledges and agrees that the undersigned will only become entitled to receive the above mentioned consideration for the Certificate(s) surrendered hereby if the Closing (as defined in the Terms Annex through Merger Agreement) occurs. The surrender made hereby shall be irrevocable unless and until the representatives (the “Representatives”) signing this Merger Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”)is terminated in accordance with its terms. Other capitalized Capitalized terms used and but not defined in this Agreement will herein shall have the meanings given them set forth in Appendix A the Merger Agreement. By signing this Letter of Transmittal, the undersigned acknowledges that, subject to the Sale and Servicing Agreement (defined below). The rules of usage specified undersigned’s right to receive the amount payable 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 respect 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 Company Shares pursuant to the Sale Merger Agreement, delivery of the consideration to which the undersigned is entitled under the Merger Agreement shall constitute full and Servicing Agreement. Ford Credit will also act as administrator complete payment in exchange for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trusteeundersigned’s Company Shares. In order to perfect the security interest receive delivery of any consideration in respect of the Indenture Trustee Company Shares to which you may be entitled under the Merger Agreement, you must execute this Letter of Transmittal in certain accountsBox A above and complete the Substitute Form W-9 included herewith. Unless otherwise indicated in Box D (labeled “Wire Transfer Instructions”), checks shall be delivered to the Trust, the Indenture Trustee address appearing in Box C (labeled “Name and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control AgreementAddress of Registered Holder(s)”). 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 Cash payments may be made by wire transfer of immediately available funds provided that you have completed Box D (labeled 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 SupplementWire Transfer Instructions”). BY DELIVERY OF THIS LETTER OF TRANSMITTAL TO MTS, THE UNDERSIGNED HEREBY FOREVER WAIVES ANY AND ALL APPRAISAL RIGHTS UNDER DELAWARE LAW AND WITHDRAWS ALL WRITTEN OBJECTIONS TO THE MERGER AND/OR DEMANDS FOR APPRAISAL, IF ANY, WITH RESPECT TO THE COMPANY SHARES OWNED BY THE UNDERSIGNED OR OTHERWISE. THE UNDERSIGNED HEREBY FURTHER WAIVES ANY AND ALL RIGHTS TO NOTICE WITH RESPECT TO THE MERGER UNDER THE COMPANY’S CERTIFICATE OF INCORPORATION AND BYLAWS AND APPLICABLE LAW. The prospectus relating undersigned understands that he, she or it will not have made an acceptable delivery unless and until MTS receives (a) this Letter of Transmittal, or a facsimile copy hereof, duly completed and signed, (b) the Certificate(s) and (c) the Stockholder Consent (as defined in the Merger Agreement). The undersigned acknowledges and agrees that, regardless of when this Letter of Transmittal is delivered to MTS, the undersigned will not be entitled to any interest on the consideration to which he, she or it is entitled under the Merger Agreement. The undersigned acknowledges and agrees that if the Closing does not occur or the Merger Agreement is terminated, MTS will return the Certificate(s) 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 “Prospectusundersigned.” 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

Samples: Agreement and Plan of Merger (M/a-Com Technology Solutions Holdings, Inc.)

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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2021-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 (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”) and the Class B Notes (the “Class B Notes” and, together with the Class A-2 Notes, the Class A-3 Notes, Notes and 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 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 July 1, 2014, 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 C Notes (the “Class C Notes” and, collectively together with the Publicly Registered Notes and the Class A-1 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 2014-B 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. The Class C Notes will initially be retained by the Depositor. 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 July 1, 2014 (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 July 1, 2014 (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 July 1, 2014 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2014-B)

Introduction. Ford Credit Auto Receivables Two LLCDispute Resolution; And Definitions This Agreement governs our Digital Banking services for both consumer and business customers. Where specified, a Delaware limited liability company (the “Depositor”)however, 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 portions of this agreement Agreement pertain only to consumers or only to business customers. We may choose to exclude any or all minors from enrolling in Digital Banking or using selected features. Not all Digital Banking functions may be available in all Channels. (this agreement including the Terms AnnexFor example, this “Agreement”remote deposit capture may be only in Mobile Banking; stopping checks may not be available in Mobile Banking; and consumer customers may not be able to send ACH files.) Features in Digital Banking or individual Channels made be added, deleted or changed without prior notice. To use Digital Banking with Eligible Accounts at more than one Division of Zions Bancorporation, N.A., you must separately enroll in each such Division’s independent digital banking service. For purposes of cutoff times, posting and funds availability, and methods of execution, transfers between accounts at different Divisions of Zions Bancorporation, N.A. may be processed as transfers between separate banks (e.g., by ACH rather than as internal book transfers). The Publicly Registered Notes will be registered with This Agreement is supplemented by the Securities terms of your Deposit Account Agreement 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 ‘‘Account Agreements’’ (defined below), but this Agreement governs over any conflicting terms therein with respect to Digital Banking. The rules This Agreement is also supplemented by the terms of usage specified ‘‘Related Documents’’ (defined below) you have already accepted or may accept hereafter. If a provision in this Agreement directly conflicts with a specific provision in a Related Document, the Sale Related Document shall govern. However, Section 2 hereof (‘‘Consent to Electronic Disclosures, Communications and Servicing Agreement will apply to this AgreementRecords; System Requirements’’) shall govern over any conflicting provision in any Related Document. The Publicly Registered Notes will be issued by a Delaware statutory trust Otherwise, our rights (including the “Trust”benefit of limitations of liability and indemnification) identified in the Terms Annex and established your responsibilities 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 Related Documents and the Depositor will sell Account Agreements are intended to be cumulative. Dispute Resolution; Jury Waiver Except as may be prohibited by applicable law, you and we both hereby waive any rights to have a jury hear or decide any dispute between us, and hereby agree that the Receivables dispute resolution provisions found in your Deposit Account Agreement and other Account Agreements between us (as may be amended from time to time) shall also govern the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified resolution of any disputes under or 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 connection with this Agreement, the Purchase Digital Banking service, any Related Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documentsor any Digital Banking transaction.” 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

Samples: Banking Service Agreement

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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-C)

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

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-1)

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

Samples: Administration 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-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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2023-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 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 Xxxxx 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 Xxxxxxx 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, 000-000000-00 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

Samples: Underwriting Agreement (Ford Credit Floorplan LLC)

Introduction. Ford Credit Auto Receivables Two LLCNYMT Securities Corporation, a Delaware limited liability company corporation (the “Depositor”) proposes to form one or more real estate mortgage investment conduits (each, a “Trust”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC which will issue, from time to time, securities entitled New York Mortgage Trust, Series 2005-[ ], Mortgage-Backed Notes (such certificate, the “Certificate Notes”) in one or more series (each, a “Series”). Each Note will generally be payable out of Formationthe cash flows attributable to the property of each Trust, which will consist of one or more pools of mortgage loans (the “Mortgage Loans”) and operating 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 Amended and Restated Limited Liability Company “Mortgage Loan Purchase Agreement”), dated as of March 1[ ], 2001 2005 set forth in the applicable Terms Agreement (as hereinafter defined), between the Depositor, as purchaser, and New York Mortgage Funding, LLC, as seller (the “Limited Liability Company Seller”). The Notes of any Series will be issued pursuant to a Trust Agreement (the “Trust Agreement”), executed by Ford Motor Credit Company LLCa Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an Indenture to be dated as set forth in the applicable Terms Agreement (the “Indenture” and, a Delaware limited liability company (together with this Agreement, the related Terms Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and the Transfer and Servicing Agreement, the Ford CreditAgreements”), as sole member, proposes to sell among the Class A-2 NotesTrust, the Class A-3 NotesDepositor, the Class A-4 NotesSeller, the Class B NotesMaster Servicer, the Class C Notes Servicer, the Subservicer, the Owner Trustee, the Indenture Trustee and the Class D Trust Administrator, as applicable. Capitalized terms used herein and not defined, shall have the meaning set forth in the related Terms Agreement. The Notes (together, the “Publicly Registered 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 Representative (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 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. Each offering of Notes will be made through [ ], (the “Representative”), for itself and for the other underwriters, if any, listed in the related Terms Annex Agreement, for whom the Representative is acting as representative or through an underwriting syndicate managed by the Representative. Whenever the Depositor determines to form a Trust and to make such an offering of Notes, it will enter into an agreement (the “Terms AnnexAgreement”) that is attached providing for the sale of such Notes to, and the purchase and offering thereof by, (i) the Representative, (ii) the Representative and such other underwriters who execute the related Terms Agreement and agree thereby to become obligated to purchase Notes from the Depositor, or (iii) the Representative and such other underwriters, if any, selected by the Representative as Annex A and incorporated having authorized the Representative to enter into and made part of this agreement (this agreement including the such 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 their behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notesin each case, collectively, the “Underwriters”). Other capitalized 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 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 otherwise specified in the Sale and Servicing Agreement will apply Agreements, the Classes or Subclasses of Notes subject 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 price at which such Notes are to be purchased by the Class A-1 Notes (Representative and each of the “Class A-1 Notes” and, collectively with Underwriters from the Publicly Registered NotesDepositor, the “Notes”)aggregate amount of Notes to be purchased by the Representative and each Underwriter and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such Notes are to be sold will be determined. The Class A-1 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 Representative and the Depositor. Each offering of 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 governed 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 this 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 applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the Registration Statementbenefit of and be binding upon the Representative and the related Underwriters. Except as otherwise required by the context, any preliminary prospectus used in connection with all references herein to a Terms Agreement, Delivery Date, the offering of the Publicly Registered Notes described in related Agreements and Underwriters shall refer to the Terms Annex (Agreement, Delivery Date, the “Preliminary Prospectus”) related Agreements and Underwriter 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 ProspectusUnderwriters, 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 related Series 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

Samples: Underwriting Agreement (NYMT Securities CORP)

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 Xxxxx 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 Xxxxxxx 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, 000-000000-00 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

Samples: Underwriting Agreement (Ford Credit Floorplan 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 2017-1 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 Xxxxx 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 2017-1 Notes will be perfected under a separate account control agreement (the “Series 2017-1 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 Xxxxxxx 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 2017-1 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, 000-000000-00 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

Samples: 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, 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 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.new

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Auto Owner 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 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 September 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”), the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Notes, the Class A-1 Notes and the Class B 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”). The Class C Notes will be sold pursuant to a note purchase agreement (the “Class C 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-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 September 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 September 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 September 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2012-B)

Introduction. Ford Credit Auto Receivables Two LLCFirst Mariner Bancorp, a Delaware limited liability company Maryland corporation (the “Depositor”"Company"), formed under proposes, upon the Amended terms and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC subject to the conditions set forth in this underwriting agreement (such certificatethis "Agreement") that the Company issue and sell to the several underwriters named in Schedule I hereto (each an "Underwriter" and, collectively, the “Certificate of Formation”) "Underwriters"), for which Xxxxxx, Xxxxx Xxxxx, Incorporated and operating pursuant to an Amended and Restated Limited Liability Company AgreementAdvest, dated Inc. are acting as of March 1, 2001 representatives (the “Limited Liability Company Agreement”"Representatives"), executed with respect to the proposed issuance and sale by Ford Motor Credit the Company LLCof 1,500,000 shares of its authorized but unissued common stock, a Delaware limited liability company $0.05 par value (“Ford Credit”the "Firm Securities"), 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”) terms of which are more fully described in the Terms Annex Prospectus (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”hereinafter defined). The Publicly Registered Notes will be registered Company also proposes to grant to the Underwriters an option to purchase up to an additional 225,000 shares of common stock, referred to herein as the "Additional Securities" (and, together with 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 NotesFirm Securities, the “Underwriters”"Securities"), if requested by the Underwriters as provided in Section 3 hereof. Other capitalized terms used and not defined in this Agreement will have Plus an option to purchase from the meanings given them in Appendix A Company up to the Sale and Servicing Agreement (defined below)225,000 additional shares to cover over-allotments. 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 registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Securities, as amended at the time it is or was declared effective by the Securities and Exchange Commission (the "Commission") and, in the event of any amendment thereto after the effective date, such registration statement as so amended (but only from and after the effectiveness of such amendment), including a registration statement (if any) filed pursuant to Rule 462(b) of the rules and regulations of the Commission under the Securities Act (the "Securities Act Rules and Regulations”), a registration statement on Form S-3 (having ") increasing the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as size 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 registered under the Securities Act. Act and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rules 430A(b) and 434(d) of the Securities Act Rules and Regulations, is hereinafter called the "Registration Statement." The registration statement, as amended, has been prospectus included in the Registration Statement at the time it is or was declared effective by the Commission. Such registration statement, Commission and any related prospectus supplement or supplements relating to the Securities as amended at previously filed with or promptly hereafter filed with the time Commission pursuant to Rule 424(b) of effectiveness, including all material incorporated by reference thereinthe Securities Act Rules and Regulations, is referred hereinafter called the "Prospectus," except that if any prospectus (including any term sheet meeting the requirements of Rule 434 of the Securities Act Rules and Regulations provided by the Company for use with a prospectus subject to completion within the meaning of such Rule 434 in this Agreement as order to meet the “Registration Statement.” The Depositor also has requirements of Section 10(a) of the Securities Act) filed with, or will file with, by the Company with the Commission pursuant to Rule 424(b) (and Rule 424(b)”434, if applicable) under of the Securities Act a Rules and Regulations or any other such prospectus supplement relating 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,” and the Base Prospectus as supplemented Underwriters 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 Company for use in connection with the offering of the Publicly Registered Notes described in Securities (whether or not required to be filed by the Terms Annex (Company with the “Preliminary Prospectus”Commission pursuant to Rule 424(b) 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 Securities Act Rules and Regulations) differs from the prospectus on file at the time the Registration Statement is or was declared effective by 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 ActCommission, 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.term

Appears in 1 contract

Samples: Underwriting Agreement (First Mariner Bancorp)

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 NotesX-0x, the Xxxxx X-0, 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-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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-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 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-1 Notes (the “Class A-1 Notes”), the Class A-2a Notes (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes, the “Class A Notes”) and the Class B Notes (the “Class B Notes” and, together with the Class C Notes and the Class D Notes (togetherA 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 those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2015, among CAB East LLC (“CAB East”), as a 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 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 C Notes (the “Class A-1 C 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 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 2015-B 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. The Class C Notes will initially be retained by the Depositor. 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 October 1, 2015 (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 October 1, 2015 (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, LLC (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2015 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust 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 B to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-B)

Introduction. Ford Credit Auto Receivables Two The Detroit Edison Securitization Funding LLC, a Delaware Michigan limited liability company (the “Depositor”"Issuer") and The Detroit Edison Company, an operating electric public utility incorporated under the laws of the State of Michigan (the "Company") as sole member and owner of the entire equity interest in the Issuer, propose, subject to the terms and conditions stated herein, that the Issuer issue and sell to the underwriters named in Schedule II hereto (the "Underwriters"), formed under for whom Saloxxx Xxxxx Xxxney Inc. is acting as representative (the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate"Representative"), the “Certificate principal amount of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company AgreementThe Detroit Edison Securitization Funding LLC Securitization Bonds, dated as of March 1, 2001 Series 2001-1 (the “Limited Liability Company Agreement”"Securitization Bonds"), executed identified in Schedule I hereto. The issuance of the Securitization Bonds is authorized by Ford Motor Credit Company LLCthe Financing Order, a Delaware limited liability company Case No. U-12478 (“Ford Credit”the "Financing Order"), as sole member, proposes to sell issued by 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 Michigan Public Service Commission (the “Commission”"MPSC") on November 2, 2000, as further clarified in the MPSC's Opinion and Order dated January 4, 2001, in accordance with the Customer Choice and Electricity Reliability Act, 2000 PA 141 ("Act 141") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives 2000 PA 142 (the “Representatives”) signing this Agreement on behalf of themselves "Act 142" and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notestogether with Act 141, the “Underwriters”"Statute"). 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), both of which became effective on June 5, 2000. 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 Securitization Bonds will be issued pursuant to an indenture (Indenture dated as of March [ ], 2001, as supplemented by the “Indenture”) 2001-1 Series Supplement thereto, between the Trust Issuer and an indenture The Bank of New York, as trustee (the “Indenture "Trustee") identified in (and as amended and supplemented from time to time, the Terms Annex and "Indenture"). The Securitization Bonds will be secured primarily by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles the Securitization Property created by the Financing Order (the “Receivables”) and certain other property of the Trust. Ford Credit "Securitization Property"), which will sell the Receivables be sold to the Depositor Issuer by the Company. The Company's sale of Securitization Property to the Issuer will occur pursuant to a purchase agreement Sale Agreement dated as of March [ ], 2001, between the Company and the Issuer (the “Purchase "Sale Agreement") identified in and a related Bill xx Sale of even date therewith (the Terms Annex and the Depositor "Bill xx Sale"). The Securitization Property will sell the Receivables to the Trust be serviced pursuant to a sale Servicing Agreement dated as of March [ ], 2001, between the 2 Company, as servicer, and servicing agreement the Issuer, as owner of the Securitization Property (as amended and supplemented from time to time, 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, Pursuant to the Indenture, the Administration Agreement and Issuer will grant to 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 1933Trustee, as amended (trustee for the “Securities Act”), and the rules and regulations benefit of the Commission under Securitization Bondholders, all of its right, title and interest in and to the Securities Act (Securitization Property as security for the “Rules Securitization Bonds. Capitalized terms used and Regulations”), a registration statement on Form S-3 (having not otherwise defined herein shall have the registration number stated meanings given to them in the Terms Annex)Indenture, 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 StatementAppendix A thereto.” 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

Samples: Servicing Agreement (Detroit Edison Securitization Funding 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 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 2017-3 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 Xxxxx 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 2017-3 Notes will be perfected under a separate account control agreement (the “Series 2017-3 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. 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 Xxxxxxx 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 2017-3 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. 333-206773, 000-000000-00 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

Samples: Underwriting Agreement (Ford Credit Floorplan LLC)

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

Samples: 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

Samples: 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-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-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 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-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 “2017-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 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-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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2017-B)

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 Xxxxxxx X. Xxxxxxx and Xxxx X. Xxxxxx, 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 Xxxxxx 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

Samples: Illinois Power Special (Illinois Power Securitization Limited Liability Co)

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

Samples: Servicing 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 (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" 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 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 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 Cxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-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-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 Cxxxxxx 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

Samples: 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 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”) 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 2011-2 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 2011-2 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

Samples: Sale and Servicing Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-2)

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 Xxxxx 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 Xxxxxxx 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, 000-000000-00 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

Samples: Underwriting Agreement (Ford Credit Floorplan LLC)

Introduction. Ford Credit Auto Receivables Two LLCTellurian Inc., a Delaware limited liability company corporation (the “DepositorCompany”), formed under agrees that, from time to time during the Amended and Restated Certificate term 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 this Agreement, dated as of March 1on the terms and subject to the conditions set forth herein, 2001 it may issue and sell through X. Xxxxx Securities, Inc. (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford CreditAgent”), as sole member, proposes to sell the Class A-2 Notessales agent and/or principal, the Class A-3 Company’s 8.25% Senior Notes due 2028 (the “Notes”) to be issued under an indenture dated as of November 10, 2021 (the Class A-4 Notes“Base Indenture”), as supplemented by the Class B NotesFirst Supplemental Indenture dated as of November 10, 2021 (the Class C Notes “First Supplemental Indenture”) and the Class D Notes Second Supplemental Indenture dated as of November 10, 2021 (togetherthe “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Publicly Registered NotesIndenture) described in ), between the Terms Annex Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Terms AnnexTrustee) that is attached as Annex A and incorporated into and made part ), from time to time during the term of this agreement Agreement (this agreement including the Terms Annex“Placement Notes”); provided, this however, that in no event shall the Company issue or sell through the Agent such number of Placement Notes that (a) exceeds the number or dollar amount of Notes registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made, or (b) exceeds the number or dollar amount of Notes registered on the Prospectus Supplement (the lesser of (a) or (b) the AgreementMaximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Placement Notes issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The Publicly Registered issuance and sale of Placement Notes through the Agent will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold effected pursuant to 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 Notesas defined below), the “Underwriters”). Other capitalized terms used and not defined although nothing in this Agreement will have shall be construed as requiring the meanings given them in Appendix A Company to use the Sale and Servicing Agreement (defined below)Registration Statement to issue any Placement Notes. The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Placement Notes will be issued by a Delaware statutory trust to Cede & Co., as nominee of the Depository Trust Company (the TrustDTC”) 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 (blanket letter of representations to be dated on or prior to the “Class A-1 Note Purchase Agreement”)date hereof between the Company and DTC. Each of the Notes The Indenture will be issued pursuant to an indenture (the “Indenture”) between qualified under 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 19331939, as amended (the “Securities Trust Indenture 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

Samples: Market Issuance Sales Agreement (Tellurian Inc. /De/)

Introduction. Ford Credit Auto Receivables Two XXXXX XX XX XX LLC, a Delaware limited liability company formed under the laws of the State of Delaware (the “DepositorBorrower”), formed under has duly authorized the Amended issuance and Restated Certificate sale of Formation of Ford Credit Auto Receivables Two LLC (such certificateup to 497,500,000 mandatorily redeemable Preference Shares, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 par value U.S.$0.0001 per share (the “Limited Liability Company AgreementPreference Shares”), executed by Ford Motor Credit Company LLCfrom time to time on and following the date hereof, a Delaware limited liability company including, without limitation, under the circumstances set forth in Section 2.6 of the Revolving Loan Agreement (“Ford Credit”as defined below), as sole member, proposes to sell . Concurrently with 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 execution of this agreement Equity Purchase Agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with , the Securities and Exchange Commission Borrower has entered into a Revolving Loan Agreement (as amended, modified, waived, supplemented or restated from time to time, the “Revolving Loan Agreement”), dated as of October 14, 2022 (the “CommissionClosing Date”), by and among ORCIC BC 9 LLC, as the collateral manager (in its capacity as the “Collateral Manager”), the Borrower, each CLO subsidiary from time to time party thereto, Royal Bank of Canada, as the administrative agent (the “Administrative Agent”), the Lenders from time to time party thereto (the “Lenders”) and will be sold to U.S. Bank Trust Company, National Association, as the applicable underwriters listed in the Terms Annex through the representatives collateral custodian (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 ActCollateral Custodian”), and certain other related documents. The Borrower will use the rules and regulations proceeds of the Commission Funded Loans made under the Securities Act Revolving Loan Agreement, together with the Cash and other deemed proceeds of the Capital Contributions (as defined below) made, or deemed to be made, by (or on behalf of) the Purchaser, to acquire Collateral Obligations, to make a deposit into the Principal Collection Account or to repay Funded Loans. The date for the redemption of the Preference Shares (the “Rules Redemption Date”) will be (x) subject to the agreement of the Administrative Agent and Regulations”)the Purchaser, the Business Day upon which the Administrative Agent and the Collateral Custodian receive a registration statement on Form S-3 (having properly completed and executed CLO Joinder Supplement from a proposed CLO Subsidiary which satisfies the registration number stated conditions set out in the Terms Annex)definition of “CLO Subsidiary” in the Revolving Loan Agreement, including a form whereupon the Borrower shall (a) transfer its assets to such CLO Subsidiary to be pledged as collateral to secure securities expected to be issued by such CLO Subsidiary on the related Approved Securitization Closing Date and (b) redeem all of prospectus its Preference Shares then outstanding or, otherwise, (y) the fourth Business Day after the date on which all assets of the Borrower have been liquidated and all amendments that are required as obligations of the date of this Agreement relating to Borrower have been paid or provided for. Capitalized terms used but not otherwise defined herein shall have 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 respective meanings 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 Revolving Loan Agreement. In consideration of the Publicly Registered Notes described in the Terms Annex premises and other good and valuable consideration (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to receipt and include any exhibits thereto and any documents incorporated by reference therein, as sufficiency 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”are hereby acknowledged), the Depositor had prepared Borrower hereby agrees with the Preliminary Prospectus and the information (including any “free-writing prospectus,” Purchaser 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

Samples: Equity Purchase Agreement (Owl Rock Core Income 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-2a, the Class A-4 NotesX-0x, the Xxxxx X-0, 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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-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 X-0x, Xxxxx X-0, 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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2019-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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease 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 the Notes, other than a portion of the Class C and Class D Notes which is being retained by the Depositors (such Notes purchased by the Underwriters, the “Underwritten Notes”), will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Underwritten Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing 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 2011-1 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 2011-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The 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 Underwritten 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 Underwritten Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) 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 Underwritten Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-1)

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 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-0x, the Xxxxx X-0, 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 Cxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-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[a], the [Class A-4 NotesA-2b,] Class X-0, the Xxxxx X-0, [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 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 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 (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 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 , 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 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 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.of

Appears in 1 contract

Samples: Underwriting Agreement (CAB East 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 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

Samples: Administration Agreement (Ford Credit Auto Owner Trust 2011-A)

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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

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-4)

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-1 Notes, 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 Offered Notes”, the “Notes” or “Series 2020-1 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 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 “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 Xxxxx 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 2020-1 Notes will be perfected under a separate account control agreement (the “Series 2020-1 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 Xxxxxxx 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 2020-1 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, 000-000000-00 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

Samples: 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 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-B)

Introduction. [Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or [a]/[the] “Depositor”), formed under the Amended and Restated Certificate of Formation of ] [and] [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]/[the] “Depositor” [and, together with FCF Corp, the “Depositors), 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 Notes 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 representative or representatives (in either case, the “Representatives”) of the underwriters 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 Ford Credit Floorplan Master Owner Trust , a Delaware statutory trust (the “Issuer” or the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor Depositor[s], a Delaware trustee (the “Delaware Trustee”) 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 dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and truck inventory and the Related Security and certain 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 Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a sale and assignment agreement between Ford and Ford Credit dated as of , 20 (the “Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , 20 ([together,] the “Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to a transfer and servicing agreement dated as of , 20 among the Sale [applicable] Depositor, the Servicer and the Issuer ([together,] the “Transfer and Servicing AgreementAgreement[s]”). Ford Credit The Notes will also act as administrator for the Trust be issued in an aggregate principal amount of $ . The Notes will be issued pursuant to an administration agreement indenture, dated as of , 20 (the “Administration AgreementBase Indenture) among Ford Credit), between the Trust Issuer and [Indenture Trustee], as indenture trustee (the “Indenture Trustee”), as supplemented by the Series supplement to the Base Indenture, to be dated as of , 20 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. 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 “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an administration agreement dated as of , 20 (the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Administrator”), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Basic Documents.” The This Underwriting Agreement, the indemnification agreement dated , 20 (the “Indemnification Agreement”), among Ford Credit and the Representatives and the Basic Documents and this Agreement are collectively referred to as called the “Transaction Documents.” ”. Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The [Depositor has has]/[Depositors have] prepared and filed with the Securities and Exchange Commission (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 Depositor[s] 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 Depositor[s] 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 Depositor[s] that investors in of 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

Samples: Underwriting Agreement (Ford Credit Floorplan LLC)

Introduction. Ford Credit Auto Receivables Two LLCGS Mortgage Securities Corp., a Delaware limited liability company corporation (the “Depositor”"Company"), formed under from time to time proposes to issue and sell Mortgage-Backed Certificates ("Certificates") in various series (each a "Series") and, through Trusts named in the Amended applicable Terms Agreement (as herein defined) to issue and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC sell Mortgaged-Backed Notes (such certificate"Notes" and collectively with the Certificates, 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”"Securities"), executed by Ford Motor Credit Company LLCand, a Delaware limited liability company (“Ford Credit”)within each Series, as sole memberin various classes, proposes to sell in one or more offerings on terms determined at 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 time of this agreement (this agreement including the Terms Annex, this “Agreement”)sale. 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 Certificates 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 each series will be issued by pursuant to a Delaware statutory trust (the “Trust”) identified in the Terms Annex pooling and established under a trust servicing agreement (each, a "Pooling and Servicing Agreement") among the “Trust Agreement”) between Company, as depositor, one or more master servicers which may include the Depositor Company and an owner a third-party 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 of each Series will be issued pursuant to an indenture (the “each, an "Indenture”) between " to be entered into by the Trust Fund (as defined in the Pooling and Servicing Agreement) and the Indenture Trustee designated therein (each, an indenture trustee (the “"Indenture Trustee”) identified "). Upon issuance, the Certificates of each series will evidence undivided interests in the Terms Annex and Trust Fund established for such series containing mortgages or, in the event the Trust Fund, or a portion thereof, constitutes the upper tier of a two-tier real estate mortgage investment conduit ("REMIC"), the Trust Fund may contain interests issued by a lower tier trust which will be contain mortgages, all as described in the Prospectus (as defined below) Upon issuance the Notes of each Series will evidence binding debt obligations of the Company secured by a pool of retail installment sale contracts for new and used carsmortgages, 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 all as described in the relevant Prospectus Supplement (as defined below). Terms Annex and used herein but not otherwise defined herein which are defined in the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale Pooling and Servicing Agreement”) identified Agreement shall have the meanings ascribed to them in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale Pooling 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 Terms used herein but not otherwise defined herein which are defined in the Indenture Trusteeshall have the meanings ascribed to them in the Indenture. In order Whenever the Company determines to perfect the security interest make an offering of the Indenture Trustee in certain accountsa Series of Securities (an "Offering") through you or an underwriting syndicate managed or co-managed by you, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary it will offer to enter into an account control agreement ("Terms Agreement") providing for the “Control Agreement”sale of such Securities to, and the purchase and offering thereof by, you and such other co-managers and underwriters, if any, which have been selected by you and have authorized you to enter into such Terms Agreement and other related documentation on their behalf (the "Underwriters," which term shall include you whether acting alone in the sale of Securities or as a co-manager or as a member of an underwriting syndicate). The Trust Agreement, Terms Agreement relating to each Offering shall specify the Purchase Agreement, principal amount of Securities to be issued and their terms not otherwise specified in the Sale Pooling and Servicing Agreement, Agreement or the Indenture, the Administration Agreement price at which either the Certificates are to be purchased by each of the Underwriters from the Company or the Notes are to be purchased by each of the Underwriters from the Trust Fund and the Control Agreement initial public offering price or the method by which the price at which the Certificates or the Notes 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 Actbe sold will be determined. The registration statementTerms Agreement, 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 which shall be substantially in the form first required to be filed to satisfy of Exhibit A hereto for Certificates and substantially in the condition set forth in Rule 172(c) under form of Exhibit B hereto for Notes, may take the Securities Act is referred to as the “Base Prospectus,” form of an exchange of any standard form of written telecommunication between you and the Base Prospectus Company. Each Offering governed by this Agreement, 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 applicable Terms Agreement, shall inure to the Registration Statement, any preliminary prospectus used benefit of and be binding upon the Company and each of the Underwriters participating in connection the Offering of such Securities. The Company hereby agrees 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, Underwriters 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

Samples: Gs Mortgage Securities 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 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. 333-202354), 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 (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 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, 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 term “Base Prospectus” shall refer to a prospectus for the offering of the Notes filed withas part of the Registration Statement, together with any amendment or will file withsupplement 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 SaleXXXXX”).

Appears in 1 contract

Samples: Selling Agent Agreement (BAC Capital Trust XIV)

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”), the Class A-4 Notes (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the 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, the Class C Notes and the Class D Notes (togetherC 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 March 1, 2013, 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 sold pursuant to 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 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 2013-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 March 1, 2013 (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 March 1, 2013 (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 March 1, 2013 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2013-A)

Introduction. Ford Credit Auto Receivables Two Connecticut RRB Special Purpose Trust CL&P-1, a Delaware business trust to be formed (the "Trust"), will sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, the principal amount of Connecticut RRB Special Purpose Trust CL&P-1 Rate Reduction Certificates identified in Schedule I hereto (the "Certificates"). 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 First Union Trust Company, National Association, as Delaware Trustee (the "Delaware Trustee"), and the State of Connecticut acting through the office of the State Treasurer (the "Financing Authority"), acting as settlor thereunder pursuant to Connecticut General Statutes Sec 16-245e to and including 16-245k (the "Statute"). The Certificates will be issued pursuant to a Certificate Indenture dated as of March 30, 2001 (the "Certificate Indenture"), between the Trust, the Delaware Trustee and First Union Trust Company, National Association, as Certificate Trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the CL&P Funding LLC Notes (the "Notes"), issued by CL&P Funding LLC, a Delaware limited liability company (the “Depositor”"Note Issuer"), 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”)payments received with respect thereto. 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 a Note Indenture dated as of March 30, 2001 (the "Note Indenture”) "), between the Note Issuer and First Union Trust and an indenture trustee Company, National Association, as Note Trustee (the “Indenture "Note Trustee”) identified in the Terms Annex "), and will be secured purchased 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 Note Purchase Agreement dated as of March 30, 2001 (the “Sale "Note Purchase Agreement"), between the Note Issuer and Servicing Agreement”) identified the Trust. Each Class of Certificates will correspond to a Class of Notes and will represent fractional undivided beneficial interests in such underlying Class of Notes (and, in the Terms Annexcase of any floating rate Class of Certificates, a swap agreement) and the proceeds thereof. Ford Credit (in such capacityThe Notes will be secured primarily by, and will be payable from, the “Servicer”) Transition Property described in the Issuance Advice Letter. Such Transition Property will service be sold to the Receivables on behalf of Note Issuer by The Connecticut Light and Power Company, a Connecticut corporation (the Trust "Company"), pursuant to the a Transition Property Purchase and Sale and Servicing Agreement. Ford Credit will also act Agreement dated as administrator for the Trust pursuant to an administration agreement of March 30, 2001 (the “Administration "Sale Agreement”) among Ford Credit"), between 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”)Seller, and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), Note Issuer. The Transition Property will be serviced pursuant to 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 Transition Property Servicing Agreement dated as of the date of this Agreement relating to the Publicly Registered Notes March 30, 2001 (as amended and the offering of notes supplemented 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”"Servicing Agreement"), between the Depositor had prepared the Preliminary Prospectus Company, as Servicer, and the information (including any “free-writing prospectus,” as Note Issuer. 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” (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 SaleNote Indenture.

Appears in 1 contract

Samples: Cl&p Funding 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 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

Samples: 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[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

Samples: Underwriting Agreement (CAB West LLC)

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 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 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 2015-1 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 2015-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The 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

Samples: 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-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”) 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-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 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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2020-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 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

Samples: Administration Agreement (CAB West 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-2a, the Class X-0x, Xxxxx X-0, 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-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 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-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 “2018-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 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-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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease 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 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2012-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 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

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)

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-1 Notes and the Class D A-2 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 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 Notes, the Class B 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 B Notes, 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 2015-4 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 2015-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The 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

Samples: 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 NotesX-0x, the Xxxxx X-0, 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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2019-A)

Introduction. [Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or [a]/[the] “Depositor”), formed under the Amended and Restated Certificate of Formation of ] [and] [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 Credit”)FCF LLC” or [a]/[the] “Depositor” [and, as sole membertogether with FCF Corp, proposes the “Depositors"]) 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 Notes 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 representative or representatives (in either case, the “Representatives”) of the underwriters 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 Ford Credit Floorplan Master Owner Trust ___, a Delaware statutory trust (the “Issuer” or the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor Depositor[s], a Delaware trustee (the “Delaware Trustee”) 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 dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and truck inventory and the Related Security and certain 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 Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a sale and assignment agreement between Ford and Ford Credit dated as of , 20___ (the “Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , 20___([together,] the “Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to a transfer and servicing agreement dated as of , 20___ among the Sale [applicable] Depositor, the Servicer and the Issuer ([together,] the “Transfer and Servicing AgreementAgreement[s]”). Ford Credit The Notes will also act as administrator for the Trust be issued in an aggregate principal amount of $ . The Notes will be issued pursuant to an administration agreement indenture, dated as of , 20___ (the “Administration AgreementBase Indenture) among Ford Credit), between the Trust Issuer and [Indenture Trustee], as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ___ supplement to the Base Indenture, to be dated as of , 20___ (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. 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 “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an administration agreement dated as of , 20___(the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Administrator”), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Basic Documents.” The This Underwriting Agreement, the indemnification agreement dated , 20___(the “Indemnification Agreement”), among Ford Credit and the Representatives and the Basic Documents and this Agreement are collectively referred to as called the “Transaction Documents.” ”. Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The [Depositor has has]/[Depositors have] prepared and filed with the Securities and Exchange Commission (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 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

Samples: 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 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-0x, the Xxxxx X-0, 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-D, 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 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 Cxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-D)

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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-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-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-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 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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2020-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 NotesX-0x, the Xxxxx X-0, 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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-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-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 Cxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2024-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-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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2020-A)

Introduction. Ford Credit Auto Receivables Two LLCJPMorgan Chase & Co., a Delaware limited liability company corporation (the “DepositorCompany”), 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 Company of its JPMorgan Chase Senior Notes, Series G and JPMorgan Chase Subordinated Notes, Series B registered under the registration statements referred to in Section 2 (together, the “JPMorgan Chase Notes” or the “Securities”). The Securities will be issued (a) in the case of the JPMorgan Chase Senior Notes, under an Indenture dated as of December 1, 1989, as amended from time to time (as so amended and as it has been amended by the Trust Indenture Reform Act of 1990, the “Senior Indenture”), between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the “Senior Trustee”) and (b) in the case of the JPMorgan Chase Subordinated Notes, under the Amended and Restated Certificate Indenture dated as of Formation December 15, 1992, as amended from time to time (as so amended and as it has been amended by the Trust Indenture Reform Act of Ford Credit Auto Receivables Two LLC (such certificate1990, the “Certificate of FormationSubordinated Indenture” and together with the Senior Indenture, the “Indentures) ), between the Company and operating pursuant to an Amended and Restated Limited Liability Company AgreementU.S. Bank Trust National Association, dated as of March 1, 2001 successor trustee (the “Limited Liability Company Agreement”)Subordinated Trustee” and, executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell together with 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 (togetherSenior Trustee, 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 “AgreementTrustees”). The Publicly Registered Notes will be registered with Securities shall have the Securities maturities, interest rates, redemption provisions and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed other terms set forth in the Terms Annex through the representatives (the “Representatives”Prospectus referred to in Section 2(a) signing this Agreement on behalf of themselves and as 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 Prospectus may be supplemented from time to the Sale and Servicing Agreement (defined below)time. The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes Securities 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 terms thereof established from time to time by the Company in accordance with Rule 415 under the Securities ActIndentures and the applicable Procedures (as defined in Section 3(g)). The registration statement, Prospectus and each Pricing Supplement (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(bdefined below) (“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 being sold that is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented prepared 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 Company at or prior to the each time that the Representatives first entered into “contracts when sales 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 are first made (such time, the each a “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” ) are referred to 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

Samples: Master Agency Agreement (J P Morgan Chase & Co)

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]/[,] [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[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class A-1 B][,]/[and] [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 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 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 ___________________, 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 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-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

Samples: Underwriting Agreement (CAB East 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 "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

Samples: 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-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-4 NotesX-0x, the Xxxxx X-0, 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 2020-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 2020-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 “2020-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 2020-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 Xxxxxxx 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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2020-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 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

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)

Introduction. Ford Credit UPFC Auto Receivables Two LLC, a Delaware limited liability company Financing Corporation (the “DepositorSeller), formed under the Amended and Restated Certificate of Formation of Ford Credit ) proposes to cause UPFC 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 Trust 2006-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 to issue 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 sell $55,000,000 principal amount of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the its Class A-1 Notes (the “Class A-1 Notes”), $96,000,000 principal amount of Class A-2 Notes (the “Class A-2 Notes”) and $99,000,000 principal amount of its Class A-3 Notes (the “Class A-3 Notes,and, collectively and together with the Publicly Registered Class A-1 Notes and the Class A-2 Notes, the “Notes”) to Deutsche Bank Securities Inc., as underwriter (the “Underwriter”). 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 Indenture, to be dated as of December 1, 2006 (the “Indenture”) ), between the Trust and an Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”) identified in and trust collateral agent. The assets of the Terms Annex and Trust will be secured by include, among other things, a pool of motor vehicle retail installment sale contracts for new originated by third-party dealers and used cars, light trucks then acquired by United Auto Credit Corporation (“UACC”) and utility vehicles sold to the Trust on the Closing Date (the “Receivables”) secured by new and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement used automobiles, light-duty trucks, sports utility vehicles and vans financed thereby (the “Purchase AgreementVehicles) identified in ), certain monies received thereunder after the Terms Annex close of business on November 30, 2006 (the “Cutoff Date”), and the Depositor will sell other property and the Receivables proceeds thereof to be conveyed to the Trust pursuant to a sale the Sale and servicing agreement Servicing Agreement to be dated as of December 1, 2006 (the “Sale and Servicing Agreement”) identified in among the Terms Annex. Ford Credit (in such capacityTrust, the Seller, UACC, as Servicer, Deutsche Bank Trust Company Americas and Centerone Financial Services LLC, (the ServicerDesignated Backup Subservicer) ). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and UACC will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing AgreementTrust. Ford Credit will also act as administrator for The Seller formed the Trust pursuant to a trust agreement, and it will be governed by an administration agreement Amended and Restated Trust Agreement (the “Administration Trust Agreement”) to be dated as of December 14, 2006 among Ford Creditthe Seller and Xxxxx Fargo Delaware Trust Company, as owner trustee (the Trust and “Owner Trustee”). The owner trust certificate (the Indenture Trustee. In order to perfect the security “Certificate”), representing a fractional undivided interest of the Indenture Trustee in certain accounts, the Trust, will be issued to the Indenture Trustee and Seller pursuant to the financial institution acting as Trust Agreement. The Seller will acquire the securities intermediary will enter into an account control agreement Receivables from UACC pursuant to the terms of the Sale Agreement (the “Control Sale Agreement”) dated as of December 1, 2006 between the Seller and UACC. UACC has acquired the Receivables from third-party dealers (the “Dealers”) pursuant to certain dealer retail agreements between each Dealer and UACC (collectively, the “Dealer Retail Agreements”). Ambac Assurance Corporation (the “Insurer”) has agreed to indemnify UACC and the Underwriter and UACC and the Underwriter have each agreed to indemnify the Insurer pursuant to an Indemnification Agreement, dated as of December 14, 2006 (the “Indemnification Agreement”). The Trust Notes will be covered by a Note Guaranty Insurance Policy (the “Policy”) issued by the Insurer, pursuant to an Insurance and Indemnity Agreement, dated as of December 14, 2006 (the Purchase “Insurance Agreement”) among the Insurer, the Trust, UACC, the Seller, the Indenture Trustee, the Trust Collateral Agent and the Backup Servicer. The Trust will pledge to the Collateral Agent a lien and security interest in all of its right, title and interest in the Spread Account pursuant to the terms of the Spread Account Agreement, dated as of December 14, 2006, among the Trust, the Insurer and the Indenture Trustee, the Trust Collateral Agent and the Collateral Agent. Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined in Section 2(i) below). As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Administration Agreement Spread Account Agreement, the Trust Agreement, the Insurance Agreement, the Indemnification Agreement, the Policy 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 SupplementSale Agreement. At or prior to the time that when sales to purchasers of the Representatives Notes were first entered into “contracts of sale” (within made to investors by the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered NotesUnderwriter, which time will be specified in the Terms Annex was approximately 12:30 a.m. on December 6, 2006 (such time, the “Time of Sale”), the Depositor Seller had prepared the Preliminary Prospectus Supplement dated December 6, 2006 to the Prospectus dated November 17, 2006 (along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part thereof under the Rules and the information Regulations (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”in Section 2(ii) below)) listed in the Terms Annex under “Time of Sale Information” (collectively, together the “Time of Sale InformationPreliminary Prospectus”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information and prior to the Closing Date, 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 Underwriter terminates its old “Contracts of Sale Sale” (within the meaning of Rule 159 under the Securities Act) and enter enters into new Contracts of SaleSale with investors in the Notes, then the “Preliminary Prospectus” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus approved by the Seller and the Underwriter that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time of entry into the first and date on which such new Contract Contracts 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 Salewere entered into.

Appears in 1 contract

Samples: UPFC Auto Receivables Trust 2006-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 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, the Class A-3 A-2b Notes, the Class A-4 A-3a Notes, the Class B Notes, the Class C A-3b 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 Underwriters 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 Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter 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 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, cap or floor agreements (each, an "Interest Rate Hedge") 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 Xxxxxx (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 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

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-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 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 (the “Class A-2a Notes”), the Class A-2b Notes (the “Class A-2b Notes” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”) and the Class B Notes (the “Class B Notes” and, together with the Class A-2 Notes, the Class A-3 Notes, Notes and 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 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of March 1, 2014, among CAB East LLC (“CAB East”), as a 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 C Notes (the “Class C Notes” and, collectively together with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be offered pursuant to a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2014-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. The Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a purchase agreement the First Tier Sale Agreement, dated as of March 1, 2014 (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 March 1, 2014 (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 March 1, 2014 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (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

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2014-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 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

Samples: 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 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

Samples: Administration Agreement (Ford Credit Auto Lease Trust 2011-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 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 Xxxxx 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 Xxxxxxx 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, 000-000000-00 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

Samples: 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 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

Samples: Ford Credit Auto Owner Trust 2008-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” 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

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)

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