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

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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company 1.1. This Agreement is entered by and between Growell Capital Ltd (hereinafter called the “DepositorCompany” or “us), formed under ) on the Amended one part and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC the client (such certificate, which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Certificate of FormationClient” or “you”) and operating pursuant on the other part on the current date as set out herein below on the signature page further below if signed in person by the parties hereto or on the date on which we accept you as our Client if this Agreement is entered into without meeting face to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”)face. 1.2. The Publicly Registered Notes will be registered with Company is authorized and regulated by the Cyprus Securities and Exchange Commission (the CommissionCySEC”) as a Cyprus Investment Firm (CIF) to offer certain Investment and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves Ancillary Services and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission Activities under the Securities Act Investment Services and Activities and Regulated Markets Law of 19332017 L.87(I)/2017, as subsequently amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes or replaced from time to time (“the Law”), with CIF license number 314/13. It is registered in accordance with Rule 415 the Republic of Cyprus under the Securities ActCompanies Law Cap. The 113, with registration statementnumber HE314852. Its registered office is at Arc. ▇▇▇▇▇▇▇▇ ▇ ▇▇, as amended▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ A, has been declared effective by Office 14, 4003 Limassol, Cyprus. 1.3. This Client Agreement together with its Appendix 1, any Appendix added thereto and the Commission. Such registration statement, following documents as amended at the from time to time titled “Summary of effectivenessConflicts of Interest Policy”, including all material incorporated by reference therein“Commissions, is referred to in this Agreement as the Charges and Fees Table”, Registration Statement.” The Depositor also has filed withBest Interest and Order Execution Policy”, or will file with“Risk Disclosure and Warnings Notice”, the Commission pursuant to Rule 424(b) (Rule 424(b)Client Categorization Policy) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the , Prospectus SupplementInvestor Compensation Fund). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the , Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of saleComplaints Procedure for Clients” (within the meaning of Rule 159 under the Securities Actall together, the “Contracts of SaleAgreement”) with investors in sets out the Publicly Registered Notes, terms upon which time the Company will be specified in offer Services to the Terms Annex (such timeClient under this Agreement. It will govern, the “Time rights and obligations of Sale”)both Parties and also include important information which we are required as an authorized Cyprus Investment Firm to provide to our prospective Clients under Applicable Regulation. 1.4. By applying for our Services, the Depositor had prepared the Preliminary Prospectus you are consenting unreservedly and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent unconditionally to the initial Time terms and conditions of Sale, all the Depositor above mentioned documents which form the Agreement and the Representatives determine it means that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that you are accepted by us as our Client, you and we shall be bound by these terms and conditions which will govern the provision of the Services to you. Moreover, it will be deemed that you have read and understood the information on our Website. 1.5. For this reason, you are advised to read all the above mentioned documents which form the Agreement and any other letters or notices sent by us carefully and make sure that you understand and agree with them before entering into an investor elects not agreement with us. 1.6. You are also advised to terminate its initial Contract read our “Terms and Conditions for the use of Sale and enter into a new Contract of Sale, “Time of Salethe Websitewill refer to the time of entry into such initial Contract of Sale and “Time Privacy Policy” on our Website. 1.7. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this Agreement, but instead our communication is done through a website, as over the telephone, or by 1.8. Physical signature of Sale Information” the Agreement is not required but if you wish to have it signed you may print it and sign two copies of the Agreement and sent them back to us. We shall keep one copy for our records and send you back the other one signed by us as well. 1.9. By applying to us to provide to you any of the Services, you agree with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Saleprovisions set out in our Asset Valuation Policy.

Appears in 3 contracts

Sources: Client Agreement, Client Agreement, Client Agreement

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 A-2a Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D C Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of The Class D Notes will initially be retained by the Depositor. The Notes will be issued pursuant to under an indenture (the “Indenture”) ), between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such that capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) ), among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified stated in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.the

Appears in 2 contracts

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2015-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2015-A)

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 NotesA[-1[ and Class A-2]][, the Class A-3 NotesB, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D D] Notes (together, the “Publicly Registered Offered Notes” [or “Notes”]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “Class A-1 B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes, the Class B Notes and the Class C Notes], the “Series 20 - Notes” or the “Notes”). The [Class A-1 B, Class C and Class D] Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositors.] The Notes will be issued pursuant to under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an , as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the IndentureAccount Control Agreement, the Administration Series 20 - Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.state

Appears in 2 contracts

Sources: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan LLC)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 2 contracts

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-C), Underwriting Agreement (Ford Credit Auto Owner Trust 2012-A)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D A-4 Notes (together, the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Representatives is a financial institution appearing on the Federal Reserve Bank of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Representatives, as Underwriters, under this Agreement will be for the benefit of, and will be enforceable by, each Representative not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes Notes, (the "Class A-1 Notes" and, collectively together with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, cars and light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement”) identified in the Terms Annex"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 77 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 2 contracts

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

Introduction. Ford Credit Auto Receivables Two LLCThe Borrower and the Secured Party entered into a Securities Purchase Agreement dated as of August 4, a Delaware limited liability company 2008 (the “Depositor”)as amended by Amendment No. 1 thereto, formed under the Amended dated as of February 27, 2009, and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificateby Amendment No. 2, the “Certificate of Formation”) Consent and operating pursuant to an Amended and Restated Limited Liability Company AgreementWaiver thereto, dated as of March 118, 2001 2010 (“Amendment No. 2”), and as the same may be further amended, modified or supplemented from time to time, the “Purchase Agreement”) pursuant to which the Grantor agreed, among other things, to issue to the Secured Party secured convertible promissory notes (such promissory notes as the same may be amended, modified or supplemented from time to time, together with any promissory notes issued by the Borrower in exchange therefor, the “Convertible Notes”) and providing for the payment of interest in kind in the form of additional secured convertible promissory notes (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Additional Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A , and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered together with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Convertible Notes, the “Notes”)) in certain circumstances. The Class A-1 Notes will be sold pursuant Pursuant to the Purchase Agreement, the Borrower and the Secured Party, individually and in its capacity as Collateral agent, entered into a note purchase agreement Pledge and Security Agreement, dated as of February 27, 2009 (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Original Pledge Agreement”) identified to secure the Original Obligations (as hereinafter defined). Pursuant to Amendment No. 2, the Secured Party has agreed to consent to the Bridge Financing (as defined in Amendment No. 2) and to certain additional amendments, waivers and consents to the obligations of the Borrower under the Purchase Agreement, the Notes and the other Transaction Documents. In consideration for such amendments, waivers and consents, the Borrower has agreed (i) to cause each of its Subsidiaries organized under the laws of the United States or any State thereof to enter into the Guaranty Agreement, dated the date hereof, among the Borrower, each of its Subsidiaries party thereto and the Secured Party, pursuant to which each such Subsidiary has guaranteed the Obligations (as herein defined) and (ii) to the amendment and restatement of the Original Pledge Agreement in the Terms Annex form hereof. Each Subsidiary of the Borrower that is a party hereto acknowledges that the Borrower and the Depositor Subsidiaries are engaged in related businesses and that it has derived, and will sell continue to derive, substantial benefit from the Receivables financing provided to the Trust Borrower by the Secured Party pursuant to a sale the Notes, and servicing agreement that it will derive substantial benefit from the financing provided to the Borrower pursuant to the Bridge Financing. In consideration therefor, each Grantor hereby (i) ratifies and reaffirms the “Sale conveyance, assignment, pledge and Servicing Agreement”grant of the Original Collateral (as herein defined) identified made pursuant to the Original Pledge Agreement to secure the due and punctual payment of the Original Obligations (as herein defined); and (ii) has agreed to pledge, convey, assign and grant in favor of the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables Collateral Agent on behalf of the Trust Secured Party, a perfected lien on and security interest in the Additional Collateral (as defined herein), pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In terms of this Pledge Agreement in order to perfect secure the security interest Original Obligations and all other monetary obligations, including but not limited to, fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding regardless of whether allowed or allowable in such proceeding), of the Indenture Trustee in certain accounts, Grantors now or hereafter due under the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust AgreementNotes, the Purchase Agreement, the Sale and Servicing Guaranty Agreement, the Indenture, the Administration this Pledge Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “any other Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” Document (collectively, the “Time of Sale Information”). IfAdditional Obligations” and, subsequent to together with the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new informationOriginal Obligations, the “Corrective InformationObligations) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale).

Appears in 2 contracts

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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1[a], the [Class A-3 NotesA-1b,] Class A-2[a], the [Class A-4 NotesA-2b,] Class ▇-▇, the ▇▇▇▇▇ ▇-▇, [Class B Notes, the B] and [Class C Notes and the Class D C] Notes (together, the “Publicly Registered Offered Notes” [or “Notes”]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Offered Notes and the Class B Notes, the “Notes”). The Class A-1 B and Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an , as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 2 contracts

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

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 NotesA[-1[ and Class A-2]][, the Class A-3 NotesB, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D D] Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the “Class A-1 B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes, the Class B Notes and the Class C Notes], the “Series 20 - Notes” or the “Notes”). The [Class A-1 B, Class C and Class D] Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositors.] The Notes will be issued pursuant to under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an , as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the IndentureAccount Control Agreement, the Administration Series 20 - Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.state

Appears in 2 contracts

Sources: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan Corp)

Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex. , and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 20__-_ Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20__-_ Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 2 contracts

Sources: Underwriting Agreement (Ford Credit Floorplan Corp), Underwriting Agreement (Ford Credit Floorplan Corp)

Introduction. Ford Credit Auto Receivables Two LLCThis Supplement (this "Supplement") dated January 1, a Delaware limited liability company 2014 supplements the information previously provided in the Confidential Private Offering Memorandum, dated December 2009 with respect to NT Alpha Strategies Fund (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”"Fund"), as sole member, proposes supplemented from time to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes time (together, the “Publicly Registered Notes”) described "Offering Memorandum"). This Supplement should be read together with the Offering Memorandum and the Subscription Booklet for the Fund. Capitalized terms used in this Supplement that are not otherwise defined shall have the meaning given to such terms in the Terms Annex Offering Memorandum. Effective January 1, 2014, Northern Trust Investments, Inc. (the Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and RegulationsNTI”), a registration statement on Form S-3 subsidiary of Northern Trust Corporation, assumed the responsibilities of The Northern Trust Company of Connecticut (having the registration number stated in the Terms Annex“NTCC”), including a form subsidiary of prospectus Northern Trust Corporation, as Investment Manager under the investment management agreement between the Fund and all amendments that are required NTCC (the "Investment Management Agreement"). NTI also assumed the responsibilities of NTCC as the Investment Manager of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 Feeder Funds under the Securities Actinvestment management agreements between NTCC and Caledonian Trust (Cayman) Limited, on behalf of each of the Feeder Funds. The registration statementNTI is a state bank organized under the laws of the State of Illinois and a registered investment adviser under the Investment Advisers Act of 1940, as amended, has been declared effective . The fees payable by the Commission. Such registration statement, as amended at Fund and the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as Feeder Funds under the “Registration Statement.” The Depositor also has filed with, or will file withInvestment Management Agreement, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under personnel who manage the Securities Act a prospectus supplement relating Fund and the Feeder Funds and the services provided to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” Fund and the Base Prospectus Feeder Funds remain unchanged as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering a result of the Publicly Registered Notes described in assumption of these responsibilities. This Supplement amends the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may beOffering Memorandum accordingly. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus This Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus Memorandum and the information contained herein and therein may not be reproduced or distributed, nor may their contents be disclosed, to persons who are not directly involved with a prospective investor's decision regarding the purchase of the Units without the prior written consent of the Investment Manager. By accepting delivery of this Supplement, each investor and each prospective investor agrees to the foregoing. Notwithstanding anything expressed or implied in this Supplement, the Memorandum or any other Feeder Fund document to the contrary, each investor and each prospective investor (and each employee, representative, and other agent thereof) may disclose to any and all persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the tax structure of the transactions contemplated thereby; provided, however, that no investor or prospective investor (and no employee, representative, or other agent thereof) shall disclose any other information that is not relevant to understanding the tax treatment or tax structure of such transactions (including the identity of any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact party or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements could lead another to determine the identity of any party), or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer any other information to the time extent that such disclosure could reasonably be expected to result in a violation of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Saleany applicable securities law.

Appears in 2 contracts

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

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2[a], the [Class A-4 NotesA-2b,] Class A-3[,] [and] Class A-4[, the Class B Notes, the B][,]/[and] [Class C Notes C] [and the Class D D] Notes (together, the “Publicly Registered "Offered Notes"[or the "Notes"]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by [an]/[a second] amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an Depositor, __________________, as owner trustee (the "Owner Trustee") identified in the Terms Annexand __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 B Notes (the "Class A-1 B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Publicly Registered Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class A-1 B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an __________________, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 20__-___Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the "Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration under a servicing agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.the

Appears in 2 contracts

Sources: Underwriting Agreement (CAB East LLC), Underwriting Agreement (CAB East LLC)

Introduction. Ford Credit Auto Receivables Two 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

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

Introduction. Ford Credit Auto Receivables Two This term sheet (this “Term Sheet”)1 describes the terms of a restructuring (the “Restructuring”) of: (a) Legacy Reserves Inc., a Delaware corporation (“Legacy Reserves”); (b) Legacy Reserves GP, LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited liability company partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Services LLC, a Texas LLC; (g) Legacy Reserves Energy Services, LLC, a Texas LLC; (h) Legacy Reserves Services, Inc., a Delaware corporation; (i) Dew Gathering LLC, a Texas LLC; and (j) Pinnacle Gas Treating LLC, a Texas LLC (the foregoing clauses (a) through (j), collectively, the “Company Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Restructuring will be accomplished through the commencement of cases (the “DepositorChapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the chapter 11 plan of reorganization described herein (the “Plan”), formed under . This Term Sheet is being agreed to in connection with entry by the Amended Debtors and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Supporting Creditors into that certain Restructuring Support Agreement, dated as of March 1June 10, 2001 2019 (as may be amended, supplemented or modified pursuant to the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (togetherterms thereof, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “AgreementRSA”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold Pursuant to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered NotesRSA, the “Underwriters”)parties thereto have agreed to support the transactions contemplated therein and herein. Other 1 Unless otherwise indicated herein, capitalized terms used and but not otherwise defined in this Agreement will Term Sheet have the meanings given them in Appendix A ascribed to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes such terms as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred Exhibit A to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) Term Sheet or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference thereinRSA, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Saleapplicable.

Appears in 2 contracts

Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D C Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class D Notes will initially be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 2 contracts

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-D)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2[a], the [Class A-4 NotesA-2b,] Class ▇-▇, the ▇▇▇▇▇ ▇-▇, [Class B Notes, the B] and [Class C Notes and the Class D C] Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 20 - , a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an , as owner trustee (the “Owner Trustee”) identified in the Terms Annex). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Offered Notes and the Class B Notes, the “Notes”). The Class A-1 B and Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an , as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on , 20 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 2 contracts

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

Introduction. Ford Credit Auto Receivables Two This amended term sheet (this “Term Sheet”)1 describes the terms of a restructuring (the “Restructuring”) of: (a) Legacy Reserves Inc., a Delaware corporation (“Legacy Reserves”); (b) Legacy Reserves GP, LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited liability company partnership; (d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Operating GP LLC, a Delaware LLC; (g) Legacy Reserves Energy Services LLC, a Texas LLC; (h) Legacy Reserves Services LLC, a Texas LLC; (i) Legacy Reserves Marketing LLC, a Texas LLC; (j) Dew Gathering LLC, a Texas LLC; and (k) Pinnacle Gas Treating LLC, a Texas LLC (the foregoing clauses (a) through (k), collectively, the “Company Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the “Debtors”). The Restructuring will be accomplished through the commencement of cases (the “DepositorChapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the chapter 11 plan of reorganization described herein (the “Plan”), formed under . This Term Sheet is being agreed to in connection with entry by the Debtors and the Supporting Creditors into that certain Amended and & Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Restructuring Support Agreement, dated as of March 1June 13, 2001 2019 (as may be amended, supplemented or modified pursuant to the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (togetherterms thereof, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “AgreementRSA”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold Pursuant to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered NotesRSA, the “Underwriters”)parties thereto have agreed to support the transactions contemplated therein and herein. Other 1 Unless otherwise indicated herein, capitalized terms used and but not otherwise defined in this Agreement will Term Sheet have the meanings given them in Appendix A ascribed to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes such terms as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred Exhibit A to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) Term Sheet or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference thereinRSA, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Saleapplicable.

Appears in 2 contracts

Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2019-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes” and, collectively with the Publicly Registered Offered Notes, the “Notes”). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2019-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2019-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2019-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2019-A)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2016-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-A)

Introduction. Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the DepositorFCF Corp”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC”), as sole member, proposes propose to sell to the Underwriters listed on Schedule I hereto (the “Underwriters”): (a) $2,226,791,000 principal amount of Series 2005-1 Class A-2 A Floating Rate Asset Backed Notes (the “Class A Notes, ”); and (b) $73,209,000 principal amount of Series 2005-1 Class B Floating Rate Asset Backed Notes (the Class A-3 Notes, the Class A-4 Notes, the Class B Notes” and, together with the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “UnderwritersNotes”), in each case issued by Ford Credit Floorplan Master Owner Trust A (the “Issuer”). Other capitalized terms used FCF Corp and not defined FCF LLC are sometimes referred to in this Underwriting Agreement will have jointly as the meanings given them in Appendix A to the Sale “Transferors” and Servicing Agreement (defined below)each individually as a “Transferor”. The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Issuer is a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under formed pursuant to a trust agreement (dated as of June 29, 2001 among the “Trust Agreement”) between the Depositor and an Transferors, The Bank of New York, a New York banking corporation as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance ), and sale The Bank of the Publicly Registered Notes New York (Delaware), a Delaware banking corporation, as contemplated in this Agreement, the Trust will issue the Class A-1 Notes Delaware trustee (the “Class A-1 Notes” andDelaware Trustee”), collectively with as amended by an amended and restated trust agreement dated as of August 1, 2001 by and among the Publicly Registered NotesTransferors, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement Owner Trustee and the Delaware Trustee (the “Class A-1 Note Purchase Trust Agreement”). Each Note will represent an obligation of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex Issuer and will be secured by assets of the Issuer (as hereinafter described). The assets of the Issuer include, among other things, a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and light-duty truck inventory and the Related Security and certain other property monies due thereunder on or after the close of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement business on May 31, 2005 (the “Purchase AgreementSeries Cutoff Date”). The assets of the Issuer as of the Series Cutoff Date also include an interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) identified in the Terms Annex and the Depositor will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a an amended and restated sale and servicing assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the “Sale and Servicing Assignment Agreement”) identified ). All Receivables have been or will be sold by Ford Credit to each Transferor pursuant to an amended and restated receivables purchase agreement between Ford Credit and the applicable Transferor dated as of December 19, 2002 (together, the “Receivables Purchase Agreements”), and in turn transferred by each Transferor to the Terms Annex. Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration amended and restated transfer and servicing agreement dated as of December 19, 2002 among the applicable Transferor, the Servicer and the Issuer (together, the “Transfer and Servicing Agreements”). The Notes will be issued in an aggregate principal amount of $2,300,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the “Administration AgreementBase Indenture) among Ford Credit), between the Trust Issuer and JPMorgan Chase Bank, National Association, formerly known as The Chase Manhattan Bank, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2005-1 supplement to the Base Indenture, to be dated as of June 7, 2005 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. In order to perfect the security interest of The Base Indenture and the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement Supplement are collectively referred to as the “Basic DocumentsIndenture.” The Basic Documents Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and this perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Administrator”), the Indenture Trustee and the Issuer. This Underwriting Agreement, the indemnification agreement dated June 7, 2005 (the “Indemnification Agreement”), among Ford Credit and the Representatives, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are collectively referred to herein, collectively, as the “Transaction Documents.” The Depositor has prepared Capitalized terms used herein and filed with not otherwise defined have the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated meanings given them in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration StatementTransaction Documents.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2005-1)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2026-B, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes" and, collectively with the Publicly Registered Offered Notes, the "Notes"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-281130), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 26, 2024 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2026-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 "Class D Notes" or the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). The term "Underwriters" as used in this Agreement will be deemed to mean the entity or several entities named in the Terms Annex. The term "Representatives" as used in this Agreement will be deemed to mean the entity or several entities countersigning this Agreement. If the Representatives are the same as the Underwriters, then each will be deemed to refer to such entity or entities. Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be were issued on the Closing Date specified in the Terms Annex by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this AgreementNotes, the Trust will issue issued the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be were sold pursuant to a note purchase agreement agreement. The Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and Class B Notes (collectively, the "Initial Publicly Registered Notes") were sold pursuant to an underwriting agreement. The Class A-1 Note Purchase Agreement”)C Notes and the Class D Notes were initially retained by the Depositor. The Class C Notes were thereafter sold pursuant to an underwriting agreement. Each of the Notes will be were issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") identified in the Terms Annex and will be are secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell sold the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") identified in the Terms Annex and the Depositor will sell sold the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement”) identified in the Terms Annex"). Ford Credit (in such capacity, the "Servicer") will service services the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act acts as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter entered into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Supplement" and, together with the prospectus supplement relating to the Initial Publicly Registered Notes attached thereto, the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Settlement Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-2a, Class A-2b, Class A-3 Notes, the and Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2017-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Class B Notes and the Offered Notes, the “Notes”). The Class A-1 B Notes and the Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2017-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2017-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2017-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Two LLC)

Introduction. Ford Credit Auto Receivables Two LLCFieldstone Mortgage Investment 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 Fieldstone Mortgage Investment 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 Fieldstone Investment Corporation, 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 Sub-servicer, 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

Sources: Underwriting Agreement (Fieldstone Mortgage Investment CORP)

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 Salo▇▇▇ ▇▇▇▇▇ ▇▇▇ney 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 ▇▇ Sale of even date therewith (the Terms Annex and the Depositor "Bill ▇▇ 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

Sources: Underwriting Agreement (Detroit Edison Securitization Funding 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 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

Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-2)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2016-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-B)

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the A-2 Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇-▇▇▇▇▇▇-▇▇ 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

Sources: Underwriting Agreement (Ford Credit Floorplan 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

Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-4)

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2, the Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2020-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes” and, collectively with the Publicly Registered Offered Notes, the “Notes”). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2020-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2020-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2020-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.new

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2013-A)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-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 U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes" and, collectively with the Publicly Registered Offered Notes, the "Notes"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-A)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D C Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of The Class D Notes will initially be retained by the Depositor. The Notes will be issued pursuant to under an indenture (the “Indenture”) ), between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such that capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) ), among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified stated in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.the

Appears in 1 contract

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

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 NotesA-2b, the Class A-3, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2023-A, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 D Notes (the "Class A-1 D Notes" and, collectively with the Publicly Registered Offered Notes, the "Notes"). The Class A-1 D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2023-A Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the "Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2023-A Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2023-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2023-A)

Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the The Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex. , and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2012-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2025-B, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes" and, collectively with the Publicly Registered Offered Notes, the "Notes"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-281130), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 26, 2024 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2025-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 Notes, the Class B Notes, the Class C A-2 Notes and the Class D B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued ) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex. , and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-5 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-5 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

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

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2026-A, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes") and Class D Notes (the "Class D Notes" and, collectively with the Publicly Registered Class C Notes and the Offered Notes, the "Notes"). The Class A-1 C Notes and Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2026-A Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the "Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2026-A Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2026-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-287350), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on July 31, 2025 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2026-A)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-2a, Class A-2b, Class A-3 Notes, the and Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Class B Notes and the Offered Notes, the “Notes”). The Class A-1 B Notes and the Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-225949), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 7, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2018-B)

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 NotesA-▇▇, the ▇▇▇▇▇ ▇-▇, Class B NotesA-4, the Class B, Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2022-A, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”)Delaware trustee. The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2022-A Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the "Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2022-A Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2022-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any "free-writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2022-A)

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the A-2 Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust is governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2019-3 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit will also act acts as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-3 Notes will be perfected under a separate account control agreement (the “Series 2019-3 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2019-3 Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on December 4, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: 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 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

Sources: 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 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-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 granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-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 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 Sale▇▇▇▇▇”).

Appears in 1 contract

Sources: Selling Agent Agreement (BAC Capital Trust XIV)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-B, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes" and, collectively with the Publicly Registered Offered Notes, the "Notes"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-B)

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to under an Amended and Restated Limited Liability Company Agreement, dated as of March 1December 18, 2001 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2a Notes [and the Class A-2b Notes] (the “Class A-2 Notes”), the Class A-3a Notes [and the Class A-3b Notes] (the “Class A-3 Notes”), the Class A-4a Notes [and the Class A-4b Notes ] (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”), the Class C Notes, (the “Class C Notes”), and the Class D Notes (the “Class D Notes” and, together with the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, and the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of _______, 20__, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Sale Amended and Servicing Restated Credit and Security Agreement (defined belowthe “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The rules of usage specified in Appendix 1 to the Sale and Servicing Agreement Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively together with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold pursuant to under a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 20__-_ Exchange Note (the “ReceivablesExchange Note”) issued by the Titling Companies under the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a purchase agreement under the First Tier Sale Agreement, dated as of _______, 20__ (the “Purchase First Tier Sale Agreement”) identified in the Terms Annex ), between Ford Credit and the Depositor. The Depositor will sell the Receivables Exchange Note to the Trust pursuant to a sale and servicing agreement under the Second Tier Sale Agreement, dated as of _______, 20__ (the “Second Tier Sale and Servicing Agreement”) identified in ), between the Terms AnnexDepositor and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant Leases and Leased Vehicles allocated to the Sale and Exchange Note under the Servicing Agreement, dated as of December 1, 2006 (the “Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of _______, 20__ (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (the each, a “Control Agreement”). The Trust Agreement, the Purchase Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale and Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to that agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto under a Joinder Agreement, the Joinder Agreements and the Control Agreement Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such those material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to for the Publicly Registered Notes to be purchased by such the investor will refer to information available to such the purchaser at the time of entry into such the initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (CAB West 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 Notes, the Class A-3 Notes, the Class A-4 A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the The Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex. , and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2012-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-2)

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2, the Class A-4 NotesA-3, the Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2021-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”)Delaware trustee. The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2021-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2021-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2021-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-231819), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 14, 2019 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2021-A)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2024-C, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes" and, collectively with the Publicly Registered Offered Notes, the "Notes"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-C)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2015-C, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D A-4 Notes (together, the "Publicly Registered Notes”RegisteredNotes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes," the "Class C Notes" and the "Class D Notes," respectively, and, together with the Class A-1 Notes” and, collectively with Notes and the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note Purchase Agreement"). The Class B Notes, the Class C Notes and the Class D Notes will be retained by the Depositor. Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, cars and light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement”) identified in the Terms Annex"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Control Agreement Interest Rate Swaps (if any) are collectively referred to as the "Basic Documents." The Basic Documents Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities "Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A 1 to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 77 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-C)

Introduction. Ford Credit Auto Receivables 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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇-▇▇▇▇▇▇-▇▇ 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

Sources: Underwriting Agreement (Ford Credit Floorplan 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 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 2012-5 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 2012-5 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-5)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 NotesA-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-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 C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any "free-writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

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

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

Sources: 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 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

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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-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-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 granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-C)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2[a], the [Class A-4 NotesA-2b,] Class A-3, the Class B NotesA-4, the [Class C Notes B] and the [Class D C] Notes (together, the “Publicly Registered "Offered Notes" [or the "Notes"]) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 20__-__, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by [an][a second] [amended and established under a restated] trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an __________________, as owner trustee (the "Owner Trustee”) identified in the Terms Annex"). [Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the "Class A-1 B Notes") and the Class C Notes (the "Class C Notes" and, collectively with the Publicly Registered Offered Notes and the Class B Notes, the "Notes"). The Class A-1 B and Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”). Each of the Depositor.] The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an __________________, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and ___________________, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and _____________, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-________), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on ______, 20__ (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), [(a)] at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Preliminary Prospectus”"Supplement") as described in the Terms Annex under "Time of Sale Information"] (as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of [together,] the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)

Introduction. [Ford Credit Auto Receivables Two 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

Sources: 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

Sources: 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

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2012-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 2001, executed by Ford Credit, as sole member (such Agreement, 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") through the representative or representatives (in either case, the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). 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"), and will be secured by a pool of motor vehicle retail installment sale contracts for new and used automobiles and trucks (the "Receivables") identified in the Terms Annex. Simultaneously with the issuance and sale certain other property 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”)Trust. 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 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") by and 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 may enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the 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 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 Notes that are required to be registered with the Commission (the "Publicly Registered Notes 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 ("Exempt Notes", and the Exempt Notes together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the 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 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 sold the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered NotesNotes to investors, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time date of Salethis Agreement, the Depositor and the Representatives determine that the original Time of Sale Information such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that they have reformed the purchase contracts with investors in of the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of SaleNotes, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “"Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Salereformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)

Introduction. Each of Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation, ("FCF Corp" or a "Depositor")) and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the “Depositor”"Depositors"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 notes (the "Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). The Publicly Registered Notes will be registered issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a trust agreement (the "Trust Agreement") between the Depositors, The Bank of New York, as owner trustee (the "Owner Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Ford Credit and FCF LLC, each as further described in the Terms Annex, and in turn transferred by each Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the "Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Notes will be issued in an aggregate principal amount of $1,500,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2006-3 supplement to the Base Indenture, to be dated as of June 1, 2006 (the "Indenture Supplement"), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the "Administration Agreement"), among Ford Credit, as administrator (in such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), among Ford Credit and the Representatives and the Basic Documents are collectively called the "Transaction Documents". Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The Depositors have prepared and filed with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act”), ") and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.the

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-3)

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the A Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2018-2 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2018-2 Notes will be perfected under a separate account control agreement (the “Series 2018-2 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2018-2 Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 24, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Floorplan 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 2013-3 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-3 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

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

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2024-A, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes") and Class D Notes (the "Class D Notes" and, collectively with the Publicly Registered Class C Notes and the Offered Notes, the "Notes"). The Class A-1 C Notes and Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2024-A Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the "Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2024-A Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2024-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2024-A)

Introduction. 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 ▇. ▇▇▇▇▇ 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

Sources: Sales Contracts (Tellurian Inc. /De/)

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 ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 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 U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes” and, collectively with the Publicly Registered Offered Notes, the “Notes”). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-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-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

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-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 ▇-▇, the ▇▇▇▇▇ ▇-▇, [Class B Notes, the B] and [Class C Notes and the Class D C] Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the 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

Sources: Underwriting Agreement (CAB East LLC)

Introduction. Ford Credit Auto Receivables Two LLCPiedmont Natural Gas Company, Inc., a Delaware limited liability company North Carolina corporation (the “DepositorIssuer”), formed under the Amended confirms its agreement with each of you (individually, an “Agent” and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificatecollectively, the “Certificate of FormationAgents”) with respect to the issue and operating pursuant sale from time to an Amended and Restated Limited Liability Company Agreement, dated as time by the Issuer 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 up to sell the Class A-2 $[ ] aggregate principal amount of its Medium-Term Notes, Series [ ], Due Not Less Than Nine Months from Date of Issue registered under the Class A-3 registration statements referred to in Section 2(a) (any such Medium-Term 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 being hereinafter referred to as the “Basic Documents.” The Basic Documents and Securities”, which expression shall, if the context so admits, include any permanent global Security). Securities may be sold pursuant to Section 3 of this Agreement are collectively referred or as contemplated by Section 11 of this Agreement in an aggregate amount not to exceed the amount of Registered Securities (as defined in Section 2(a) hereof) registered pursuant to such registration statements reduced by the “Transaction Documents.” aggregate amount of any other Registered Securities sold otherwise than pursuant to Sections 3 and 11 of this Agreement. The Depositor has prepared and filed with the Commission Securities will be issued under the Securities Act Indenture, dated as of 1933April 1, as amended 1993, between Piedmont Natural Gas Company, Inc., a New York corporation (the “Securities ActPredecessor Company”), and the rules and regulations of the Commission under the Securities Act Citibank, N.A., as trustee (the “Rules and RegulationsTrustee”), a registration statement on Form S-3 (having as amended by the registration number stated in the Terms Annex)First Supplemental Indenture, including a form of prospectus and all amendments that are required dated as of February 25, 1994, among the date of this Agreement relating to Issuer, the Publicly Registered Notes Predecessor Company and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statementTrustee, 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 StatementSecond Supplemental Indenture, 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, dated as of June 15, 2003, between 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 Issuer 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” Trustee (collectively, the “Time of Sale InformationIndenture”). If, subsequent to The Securities shall have 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, terms described in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors Prospectus referred to in the Publicly Registered Notes have elected Section 2(a) as it may be amended or supplemented from time 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 Saletime, including any information supplement to the Prospectus that corrects such material misstatements or omissions sets forth only the terms of a particular issue of the Securities (such new informationa “Pricing Supplement”). Securities will be issued, the “Corrective Information”) and the Terms Annex will be deemed terms thereof established, from time to be amended to include such Corrective Information time by the Issuer in accordance with the Time of Sale Information. Notwithstanding Indenture and the foregoing, for the purposes of Procedures (as defined in 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 Sale3(d) hereof).

Appears in 1 contract

Sources: Agency Agreement (Piedmont Natural Gas Co 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-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2025-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 2025-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 "2025-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 2025-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2025-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 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, 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 April 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 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 together with the Publicly Registered Notes, the Class A-1 Notes and the Class B, the “Notes”). The Class A-1 Notes will be offered under a preliminary offering memorandum (the “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold 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 2015-A 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 B and 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 April 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 April 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 April 1, 2015 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust 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

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2015-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-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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

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

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 medium-term notes registered under the registration statements referred to in Section 2(a) (collectively, the “Securities”). The Securities will be issued (a) in the case of the Senior Medium-Term Notes, Series F, 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 successor trustee (the “Senior Trustee”), and (b) in the case of the Subordinated Medium-Term Notes, Series A, 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 Securities shall have the maturities, interest rates, redemption provisions and other terms set forth in the Prospectus referred to in Section 2(a) as such Prospectus may be supplemented from time to time. The Securities will be registered issued and the terms thereof established from time to time by the Company in accordance with the Securities Indentures and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives Procedures (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 as defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined belowSection 3(g)). The rules of usage specified in the Sale Prospectus and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust each “free-writing prospectus” (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 defined pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and 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 being sold that is prepared by the Commission. Such registration statement, as amended Company 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 when sales of such Securities are first entered into “contracts of sale” made (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 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

Sources: 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 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

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2014-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 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. 333-257399), as amended on or prior to the applicable underwriters listed in date hereof, relating to the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives Notes and the other underwriters of the Publicly Registered Notesoffering thereof, the “Underwriters”). Other capitalized terms used and not defined from time to time, in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously accordance with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission Rule 415 under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended including the financial statements, exhibits and schedules thereto, including any required information deemed to be a part thereof at the time of effectivenesseffectiveness pursuant to Rule 430B under the Securities Act or pursuant to the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”), including all material documents incorporated therein by reference thereinreference, as from time to time amended or supplemented, is referred to in this Agreement herein as the “Registration Statement.” The Depositor also has term “Base Prospectus” shall refer to the prospectus dated , 2021 for the offering of the Notes filed withas part of the Registration Statement, together with any amendment or will file withdocument that supersedes or replaces such prospectus or any supplement thereto, the Commission pursuant to but not including any Pricing Supplement (as defined below), any preliminary pricing supplement or any free writing prospectus (as such term is used in Rule 424(b) (“Rule 424(b)”) 405 under the Securities Act a prospectus supplement relating Act). The term “Prospectus” shall refer to the Publicly Registered Base Prospectus, together with the applicable Pricing Supplement. Any preliminary pricing supplement to the Base Prospectus that describes an issuance of the Notes and the offering thereof and that is used prior to filing of the Prospectus is called, together with the Base Prospectus, a “Preliminary Pricing Supplement.” The Registration Statement has become effective, and the Indentures have been qualified under the Trust Indenture Act of 1939, as amended (together with the rules and regulations thereunder, the “Prospectus SupplementTrust Indenture Act”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference All references in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating or any amendments or supplements to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts any of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for shall include any copy thereof filed with the purposes of Section 7SEC pursuant to its Electronic Data Gathering, in the event that an investor elects not to terminate its initial Contract of Sale Analysis and enter into a new Contract of Sale, Retrieval System (Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale▇▇▇▇▇”).

Appears in 1 contract

Sources: Selling Agent Agreement (BAC Capital Trust XIII)

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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇-▇▇▇▇▇▇-▇▇ 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

Sources: 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 ▇-▇▇, ▇▇▇▇▇ ▇-▇, 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 ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2018-B)

Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex and Annex. The Receivables arising from the Depositor purchase by dealers of Ford-manufactured or -distributed vehicles (“In-Transit Receivables”) will sell the Receivables be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex. , and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 20__-_ Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20__-_ Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Floorplan Corp)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-2a, Class A-2b, Class A-3 Notes, the and Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2018-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Class B Notes and the Offered Notes, the “Notes”). The Class A-1 B Notes and the Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-205966), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 8, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2018-A)

Introduction. Each of Ford Credit Auto Receivables Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the “FCF Corp” or a “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company (“Ford CreditFCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C A Notes and the Class D B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued ) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex. , and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2014-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

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

Introduction. Ford Credit Auto Receivables Lease Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-2a, Class A-2b, Class A-3 Notes, the and Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2016-A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust will be governed by a trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) identified in the Terms Annexand BNY Mellon Trust of Delaware, as Delaware trustee. Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 B Notes (the “Class A-1 B Notes”) and the Class C Notes (the “Class C Notes” and, collectively with the Publicly Registered Class B Notes and the Offered Notes, the “Notes”). The Class A-1 B Notes and the Class C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2016-A Exchange Note (the “ReceivablesExchange Note”) issued by CAB East LLC (“CAB East”) and certain CAB West LLC (“CAB West” and, together with CAB East, the “Titling Companies”), as borrowers under a credit and security agreement (the “Credit and Security Agreement”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the “Administrative Agent”), HTD Leasing LLC, as collateral agent (the “Collateral Agent”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the “Exchange Note Supplement”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the “Exchange Note Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the “Exchange Note Sale and Servicing Agreement”) identified in to be entered into by Ford Credit and the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the “Servicer”) ), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the “2016-A Reference Pool”) on behalf of the Trust pursuant under a servicing agreement (the “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2016-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-208514), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on March 1, 2016 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Two LLC)

Introduction. Ford Credit Auto Receivables Two 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 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 SaleCompany”), the Depositor had prepared stockholders party thereto and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, as stockholders’ agent, the Preliminary Prospectus undersigned hereby surrenders to the Company the certificate(s) described in Box B (the “Certificate(s)”) representing the shares of common stock of the Company set forth on such Certificate(s) (the “Company Shares”) in exchange for cash pursuant to the Merger Agreement. The undersigned acknowledges and agrees that the information undersigned will only become entitled to receive the above mentioned consideration for the Certificate(s) surrendered hereby if the Closing (including any “free-writing prospectus,” as defined in the Merger Agreement) occurs. The surrender made hereby shall be irrevocable unless and until the Merger Agreement is terminated in accordance with its terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement. By signing this Letter of Transmittal, the undersigned acknowledges that, subject to the undersigned’s right to receive the amount payable in respect of the Company Shares pursuant to Rule 405 the Merger Agreement, delivery of the consideration to which the undersigned is entitled under the Securities Act Merger Agreement shall constitute full and complete payment in exchange for the undersigned’s Company Shares. 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 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 “Free Writing Prospectus”)facsimile copy hereof, duly completed and signed, (b) listed the Certificate(s) and (c) the Stockholder Consent (as defined in the Terms Annex under “Time Merger Agreement). The undersigned acknowledges and agrees that, regardless of Sale Information” (collectivelywhen this Letter of Transmittal is delivered to MTS, the “Time of Sale Information”)undersigned will not be entitled to any interest on the consideration to which he, she or it is entitled under the Merger Agreement. IfThe undersigned acknowledges and agrees that if the Closing does not occur or the Merger Agreement is terminated, subsequent MTS will return the Certificate(s) 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 Saleundersigned.

Appears in 1 contract

Sources: Merger Agreement (M/a-Com Technology Solutions Holdings, Inc.)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2025-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 Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes" and, collectively with the Publicly Registered Offered Notes, the "Notes"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-281130), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 26, 2024 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2025-A)

Introduction. Ford Credit Auto Receivables Two Massachusetts RRB Special Purpose Trust WMECO- 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 Massachusetts RRB Special Purpose Trust WMECO-1 Rate Reduction Certificates identified in Schedule I hereto (the "Certificates"). If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule II hereto, then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. The Trust will be formed pursuant to a Declaration of Trust to be dated prior to the Closing Date (as hereinafter defined) (the "Declaration of Trust"), by The Bank of New York (Delaware), as Delaware Trustee (the "Delaware Trustee"), and the Massachusetts Development Finance Agency and the Massachusetts Health and Educational Facilities Authority (each an "Agency," and, collectively, the "Agencies"), acting jointly as settlors thereunder pursuant to Chapter 164 of the Massachusetts Acts of 1997 (the "Statute"). The Certificates will be issued pursuant to a Certificate Indenture dated on or about May 17, 2001 (the "Certificate Indenture"), between the Trust, the Delaware Trustee and The Bank of New York, as Certificate Trustee (the "Certificate Trustee"). The assets of the Trust will consist solely of the WMECO Funding LLC Notes (the "Notes"), issued by WMECO 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 on or about May 17, 2001 (the "Note Indenture”) "), between the Trust Note Issuer and an indenture trustee The Bank of New York, 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 on or about May 17, 2001 (the “Sale "Note Purchase Agreement"), between the Note Issuer and Servicing Agreement”) identified the Trust. The Certificates will represent fractional undivided beneficial interests in the Terms Annexunderlying Notes 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 Western Massachusetts Electric Company, a Massachusetts corporation (the Trust "Company"), pursuant to the a Transition Property Purchase and Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement Agreement dated on or about May 17, 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 Note Issuer. The Transition Property will be serviced pursuant to a Transition Property Servicing Agreement dated on or about May 17, 2001 (as amended 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 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

Sources: Underwriting Agreement (Wmeco 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-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 ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇ 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, ▇▇▇-▇▇▇▇▇▇-▇▇ 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

Sources: 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 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-C, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”"). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any "free-writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-C)

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the A Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust is governed by an amended and established under a restated trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2019-1 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit will also act acts as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-1 Notes will be perfected under a separate account control agreement (the “Series 2019-1 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2019-1 Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on December 4, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: 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-2b, Class A-3, Class A-4 Notes, the and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2026-A, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the "Class A-1 C Notes" and, collectively with the Publicly Registered Offered Notes, the "Notes"). The Class A-1 C Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositor. Each of the The Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-281130), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 26, 2024 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2026-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

Sources: 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

Sources: Underwriting Agreement (CAB East 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 A-4 NotesA-2b, the Class B NotesA-3, the Class A-4, Class B, Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Lease Trust 2023-B, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by an amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an Depositor, The Bank of New York Mellon, as owner trustee (the "Owner Trustee") identified in the Terms Annex. Simultaneously with the issuance and sale BNY Mellon Trust of the Publicly Registered Notes Delaware, as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”)Delaware trustee. The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (i) the 2023-B Exchange Note (the “Receivables”"Exchange Note") issued by CAB East LLC ("CAB East") and certain CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Receivables Exchange Note to the Depositor pursuant to a under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables Exchange Note to the Trust pursuant to a under an exchange note sale and servicing agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and Servicing Agreement”) identified in the Terms AnnexTrust. Ford Credit Credit, as servicer (in such this capacity, the "Servicer”) "), will service the Receivables leases and leased vehicles allocated to the Exchange Note (the "2023-B Reference Pool") on behalf of the Trust pursuant under a servicing agreement (the "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Sale Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and Servicing Agreementthe Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary 's bank accounts will enter into be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2023-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale and Agreement, the Servicing Agreement, the IndentureServicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on June 15, 2022 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-"free writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2023-B)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 NotesA-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered "Offered Notes" or the "Notes") described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this "Agreement"). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the "Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2022-B, a Delaware statutory trust (the "Trust”) identified in the Terms Annex "). The Trust will be governed by a second amended and established under a restated trust agreement (the "Trust Agreement") between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”"). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the "Indenture") between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee”) identified in the Terms Annex "), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the "Receivables Purchase Agreement") identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the "Sale and Servicing Agreement") identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust pursuant to under an administration agreement (the "Administration Agreement") among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of granted to the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary ’s bank accounts will enter into be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and Regulations”), "Securities Act") a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 24, 2021 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the "Registration Statement.” "). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under "Time of Sale Information" (the “Preliminary Prospectus”) as amended or the Prospectus will be deemed to refer to supplemented and include any exhibits thereto and any including all documents incorporated by reference thereinin the preliminary prospectus, as of the effective date of the Registration Statement or the date of such "Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement"). At or prior to before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the other information (including any "free-writing prospectus," as defined pursuant to in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such the initial Contract of Sale and "Time of Sale Information” with respect to Publicly Registered " for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-B)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D C Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositor and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class A-1 Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to under a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of The Class D Notes will initially be retained by the Depositor. The Notes will be issued pursuant to under an indenture (the “Indenture”) ), between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase agreement (the “Purchase Agreement”) identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in the Terms Annex. Ford Credit (in such that capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) ), among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified stated in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such the investor will refer to information available to such the purchaser at the time of entry into such the initial Contract of Sale.

Appears in 1 contract

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

Introduction. Ford Credit Auto Receivables Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “DepositorDepositors”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes propose to sell the Class A-2 A-1 Notes, the Class A-3 Notes, the Class A-4 Notes, the A-2 Notes and Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under ). The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositor Depositors and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex). Simultaneously with the issuance and sale of the Publicly Registered Offered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Offered Notes and the Class C Notes, the “Series 2017-2 Notes” or the “Notes”). The Class A-1 C Notes and the Class D Notes will initially be sold pursuant to a note purchase agreement (retained by the “Class A-1 Note Purchase Agreement”)Depositors. Each of the The Notes will be issued pursuant to under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a revolving pool of retail installment sale contracts for receivables originated in connection with the purchase and financing of new and used carscar, light trucks truck and utility vehicles vehicle inventory by motor vehicle dealers (the “Receivables”) and certain other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit will sell the Receivables to the Depositor pursuant to under a purchase sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) identified in the Terms Annex between Ford Credit and the each Depositor, and each Depositor has sold or will sell the Receivables to the Trust pursuant to a under separate sale and servicing agreement agreements (the each, a “Sale and Servicing Agreement”) identified in between each Depositor, Ford Credit, as servicer, and the Terms AnnexTrust. Ford Credit (in such capacity, the “Servicer”) will service services the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit will also act acts as administrator for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among between Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2017-2 Notes will be perfected under a separate account control agreement (the “Series 2017-2 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the IndentureAdministration Agreement, the Administration Account Control Agreement, the Series 2017-2 Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on November 24, 2015 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor Depositors also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Floorplan 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 Notes, the Class B Notes, the Class C A-2 Notes and the Class D B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreement Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between among the Depositor Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 C Notes (the “Class A-1 C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued ) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of retail installment sale contracts for receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used carscar, light trucks truck and utility vehicles vehicle inventory (the “Receivables”) and the Related Security and certain other property of monies due thereunder on or after the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the “Purchase Agreement”) Series Cutoff Date identified in the Terms Annex Annex. The Class C Notes and the Depositor Class D Notes will sell initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to the Trust Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), pursuant to a sale and servicing assignment agreement (the “Sale and Servicing Assignment Agreement”) identified between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex. , and in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to the separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2014-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase AgreementAgreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor Depositors also has have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

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

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 2001, executed by Ford Credit, as sole member (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 notes (the "Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes”") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the Terms Annex, the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Public Note Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below"). The rules Notes exempt from registration pursuant to Section 3(a)(3) of usage specified the Securities Act of 1933, as amended (the "Act"), as set forth in the Sale Terms Annex, will be sold to the applicable underwriters listed in the Terms Annex (the "Exempt Note Underwriters" and Servicing Agreement will apply to this Agreementtogether with the Public Note Underwriters, the "Underwriters"). The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement"), the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, cars and light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. The Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee"). Ford Motor Credit Company, a Delaware corporation ("Ford Credit") will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement”) identified in the Terms Annex"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Control Agreement Interest Rate Swaps (if any) are collectively referred to as called the "Basic Documents." The Basic Documents Documents, the Indemnification Agreement and this Agreement are collectively referred to as called the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus,” ", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." The Depositor also has prepared an offering memorandum (an "Offering Memorandum") relating to the Class A-1 Notes exempt from registration by Section 3(a)(3) of the Act (the "Exempt Notes," and together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus”) "), preliminary offering memorandum relating to the Exempt Notes (the "Preliminary Offering Memorandum"), the Prospectus or the Prospectus Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus, Preliminary Offering Memorandum, Prospectus or ProspectusOffering Memorandum, as the case may be. The Depositor has included posted certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary website listed in the Prospectus Supplement and the Prospectus Supplement. under "Transaction Parties-Static Pool Information." At or prior to the time that the Representatives first entered into “contracts of sale” (within sold the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered NotesNotes to investors, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time date of Salethis Agreement, the Depositor and the Representatives determine that the original Time of Sale Information such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that they have reformed the purchase contracts with investors in of the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of SaleNotes, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “"Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Salereformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the "Depositor"), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the "Publicly Registered Notes") described in the Terms Annex (the "Terms Annex") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this "Agreement"). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the "Trust") identified in the Terms Annex and established under a trust agreement (the "Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee”) identified in the Terms Annex"). Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes Notes, (the "Class A-1 Notes" and, collectively together with the Publicly Registered Notes, the "Notes"). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued pursuant to an indenture (the "Indenture") between the Trust and an indenture trustee (the "Indenture Trustee") identified in the Terms Annex and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Receivables") and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to a purchase agreement (the "Purchase Agreement") identified in the Terms Annex and the Depositor will sell the Receivables to the Trust pursuant to a sale and servicing agreement (the "Sale and Servicing Agreement”) identified in the Terms Annex"). Ford Credit (in such capacity, the "Servicer") will service the Receivables on behalf of the Trust pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

Appears in 1 contract

Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-A)

Introduction. Ford Credit Auto Receivables Two LLC, a Delaware limited liability company (the “Depositor”), formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), as sole member, proposes to sell the Class A-2 NotesA-1, the Class A-3 NotesA-2a, the Class A-4 Notes▇-▇▇, the ▇▇▇▇▇ ▇-▇, Class A-4, Class B Notes, the and Class C Notes and the Class D Notes (together, the “Publicly Registered Offered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of to this agreement (this agreement agreement, including the Terms Annex, this “Agreement”). The Publicly Registered Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such the other underwriters (the Representatives and the other underwriters of the Publicly Registered Offered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Offered Notes will be issued by Ford Credit Auto Owner Trust 2019-B, a Delaware statutory trust (the “Trust”) identified in the Terms Annex ). The Trust will be governed by a second amended and established under a restated trust agreement (the “Trust Agreement”) between to be entered into by the Depositor and an U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class A-1 Notes (the “Class A-1 Notes” and, collectively with the Publicly Registered Notes, the “Notes”). The Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued pursuant to under an indenture (the “Indenture”) between to be entered into by the Trust and an The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”) identified in the Terms Annex ), and will be secured by a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the “Receivables”) and certain other property of the Trust. Ford Credit will sell the Receivables to the Depositor pursuant to under a receivables purchase agreement (the “Receivables Purchase Agreement”) identified in to be entered into by Ford Credit and the Terms Annex Depositor, and the Depositor will sell the Receivables to the Trust pursuant to under a sale and servicing agreement (the “Sale and Servicing Agreement”) identified in to be entered into by the Terms AnnexDepositor, Ford Credit, as servicer, and the Trust. Ford Credit (in such capacity, the “Servicer”) will service the Receivables on behalf of the Trust pursuant to under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust pursuant to under an administration agreement (the “Administration Agreement”) among to be entered into by Ford Credit, the Trust Credit and the Indenture TrusteeTrust. In order to perfect the The security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary accounts will enter into be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Control Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under according to the Securities Act of 1933, as amended 1933 (the “Securities Act”), and together with the rules and regulations of the Commission under the Securities Act (of 1933, the “Rules and RegulationsSecurities Act), ) a registration statement on Form S-3 SF-3 (having the registration number stated in the Terms AnnexRegistration No. 333-225949), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and for the offering of notes from time to time in accordance with according to Rule 415 under the Securities Act. The registration statement, as amended, has been which was declared effective by the Commission. Such registration statementCommission on September 7, 2018 (as amended at the time of effectiveness, effectiveness and including all material documents incorporated by reference thereinat the time of effectiveness, is referred to in this Agreement as the “Registration Statement.” ”). The Depositor also has prepared and filed with, or will file with, with the Commission pursuant according to Rule 424(b) (“Rule 424(b)”424(h) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the Prospectus SupplementRule 424(h)”). The , at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Publicly Registered Offered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement). At or prior to before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Offered Notes, which time will be specified stated in the Terms Annex and will not be before the date of this Agreement (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined pursuant to in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such the material misstatements or omissions (such the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such the Corrective Information in the Time of Sale Information. Notwithstanding the foregoingHowever, for the purposes of Section 7, in the event that if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such the initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered for Offered Notes to be purchased by such that investor will refer to information available to such purchaser that investor at the time of entry into such the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

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Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2019-B)