Introductory. The CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Cit Group Holdings Inc /De/)
Introductory. The CIT Group Securitization Corporation IIIToyota Auto Finance Receivables LLC, a Delaware corporation limited liability company (the "“Seller"”) and a wholly-wholly owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.Toyota Motor Credit Corporation, a Delaware California corporation ("CIT") “TMCC”), proposes to cause CIT Home Equity Loan Trust 19__-_ sell to each of the several underwriters named in Schedule I hereto (the "“Underwriters”) $$[______] aggregate principal amount of [___]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[_______] aggregate principal amount of [___]% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $[_______] aggregate principal amount of [__]% Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-2 Notes and the Class A-3 Notes, the “Underwritten Notes”) of the Toyota Auto Receivables 20[__]-[__] Owner Trust (the “Trust"”). Concurrently with the issuance and sale of the Underwritten Notes as contemplated herein the Trust will issue $[_______] aggregate principal amount of [___]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes” and together with the Underwritten Notes, the “Notes”) to issue and sell $non-interest bearing certificates that represent the residual interest in the Trust (the “Certificates”). The Seller initially will retain the Class A-1 Notes and the Certificates, which will not be sold hereunder. [_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include], among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after [___________, 199_, amounts deposited in the Pre-Funding Account ] and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of [__________] will act as representatives for the Underwriters, 199_ and in such capacities shall herein be the “Representatives”. The assets of the Trust will include, among other things, a pool of retail installment sale contracts (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans"“Receivables”) secured by residential properties the new and used automobiles and light duty trucks financed thereby thereunder (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties"“Financed Vehicles”) to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received due or to become due thereunder after the close of business on or after their respective subsequent cutoff dates, [_______](the “Cutoff Date”) and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling Sale and Servicing Agreement to be dated as of [_________] (the “Sale and Servicing Agreement”) among the Trust, the Seller and TMCC. TMCC purchased the Receivables from certain Toyota and Lexus dealers. The Receivables and other assets of the Trust will be sold by TMCC to the Seller pursuant to a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of [_________] between TMCC and the Seller. Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and TMCC will service the Receivables on behalf of the Trust. The Notes will be issued pursuant to the Indenture to be dated as of [________] (the “Indenture”), between the Trust and [__________, 199_ ] (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"“Indenture Trustee”). The Mortgage Loans and other assets of TMCC has caused the Seller to form the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase trust agreement, as amended and restated by the Amended and Restated Trust Agreement to be (the “Trust Agreement”) dated as ofof [_________], 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, as depositor and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of [______________], 199_ as owner trustee (the "CITSF Purchase Agreement"“Owner Trustee”). TMCC, as administrator (in such capacity, the “Administrator”) between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans perform certain administrative tasks on behalf of the Trust Trust, the Owner Trustee and the Indenture Trustee imposed on them under the Basic Documents (as defined below) pursuant to an Administration Agreement (the Pooling “Administration Agreement”) dated as of [_________] among the Trust, the Indenture Trustee and the Administrator. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, the Trust Agreement, the Indenture, the Receivables Purchase Agreement and the Administration Agreement. The CertificatesPursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, each representing a fractional undivided interest as amended (the “Exchange Act”), the Underwriters, the Seller and TMCC hereby agree that the “Closing Date” shall be [________], [___] [a.m./p.m.], New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Trust, will Representatives and the Seller). This Underwriting Agreement shall hereinafter be issued pursuant referred to the Pooling and Servicing as “this Agreement”. Capitalized terms used herein and not otherwise defined shall have the meanings given them ascribed thereto in the Pooling Sale and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with Agreement and, to the several Underwriters named extent not defined therein, shall have the meanings ascribed thereto in Schedule I hereto (the "Underwriters") as follows:Indenture.
Appears in 1 contract
Sources: Underwriting Agreement (Toyota Auto Finance Receivables LLC)
Introductory. The CIT Group Securitization Corporation IIISignet Bank, a Delaware Virginia banking corporation ("Signet" or the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Signet Student Loan Trust 19__-_ 1996-A (the "Trust") to issue and sell $_________ 14,846,000 principal amount of its ____% Floating Rate Asset Backed Certificates (the "Certificates"). The Certificates are registered under ) to you as the registration statement referred to in Section 2(aunderwriter (the "Underwriter"). The assets of the Trust include, among other things, a pool of mortgage student loans (the "Initial Mortgage Financed Student Loans") secured by residential properties financed thereby and certain monies due thereunder after November 1, 1996 (the "Initial Mortgaged PropertiesCutoff Date"), and certain monies received thereunder . Such Initial Financed Student Loans will be sold to the Eligible Lender Trustee (as defined below) on or after ___________, 199_, amounts deposited in behalf of the Pre-Funding Account and Capitalized Interest Account Trust by the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Seller pursuant to the Cash Collateral Agreement to be a sale agreement, dated as of _______November 1, 199_ 1996 (the "Cash Collateral Loan Sale Agreement") between among the Trust, the TrusteeSeller and The First National Bank of Chicago, the Master Servicer and [The Dai-Ichi Kangyo Banka national banking association, Limited, New York Branch] as eligible lender trustee (the "Cash Collateral DepositorEligible Lender Trustee") and ). Under certain circumstances after the Pooling and Servicing Agreement Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, may acquire additional mortgage student loans (the "Subsequent Mortgage Additional Student Loans;" and ", together with the Initial Mortgage Financed Student Loans, the "Mortgage Financed Student Loans") secured ). The Financed Student Loans are to be serviced by residential properties financed thereby Signet as master servicer (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged PropertiesMaster Servicer") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be a master servicing agreement, dated as of __________November 1, 199_ 1996 (the "Pooling and Master Servicing Agreement") among the SellerTrust, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or and the "Master Servicer")Eligible Lender Trustee. The Mortgage Loans and other assets of the Trust Certificates will be sold by CIT Consumer Finance to the Seller issued pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement trust agreement to be dated as of _________November 1, 199_ 1996 (the "CITSF Purchase Trust Agreement"), among the Seller, as Depositor, Signet Student Loan Corporation, a Virginia corporation (the "Company"), and the Eligible Lender Trustee. An individual residing in Delaware will be appointed as a co-trustee under the Trust Agreement pursuant to a co-trustee agreement, dated as of November 1, 1996 (the "Co-Trustee Agreement"), between such individual and the Eligible Lender Trustee. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $252,000,000 principal amount of its Floating Rate Class A-1 Asset Backed Notes and $161,439,000 principal amount of its Floating Rate Class A-2 Asset Backed Notes (collectively, the "Notes"). A portion of the Notes will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between CITSF the Seller and CIT Consumer Financethe you as representative of the several underwriters named therein. The Master Servicer will service Notes and the Mortgage Loans on behalf of Certificates are hereinafter referred to collectively as the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. "Securities." Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Appendix A hereto.
Appears in 1 contract
Sources: Certificate Underwriting Agreement (Signet Student Loan Trusts)
Introductory. The CIT Group Securitization Corporation IIIContinental Airlines, Inc., a Delaware corporation (the "SellerCompany"), proposes that Wilmington Trust Company, as trustee under each of the Trusts (as hereinafter defined) (each a "Trustee"), issue and sell to Credit Suisse First Boston Corporation ("CSFBC") and a wholly-owned limited-purpose finance subsidiary of The CIT Group HoldingsMorg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated (collectively, Inc., a Delaware corporation (the "CITPurchasers") proposes to cause CIT Home Equity Loan Trust 19__-_ its pass through certificates in the aggregate principal amounts set forth on Schedule I hereto and with the interest rates and final distribution dates set forth on Schedule II hereto (the "Offered Certificates") on the terms and conditions stated herein and in Schedule III. The Offered Certificates will be issued under four separate Pass Through Trust Agreements, each between the Company and the relevant Trustee, each to be dated as of June 25, 1997 (collectively, the "Pass Through Trust Agreements") relating to the creation and administration of Continental Airlines Pass Through Trust 1997-2A (the "Class A Trust"), Continental Airlines Pass Through Trust 1997-2B (the "Class B Trust"), Continental Airlines Pass Through Trust 1997-2C (the "Class C Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates Continental Airlines Pass Through Trust 2 1997-2D (the "CertificatesClass D Trust", and, together with the Class A Trust, Class B Trust and Class C Trust, the "Trusts"). The Certain amounts of interest payable on the Offered Certificates are registered under will be entitled to the registration statement referred to in Section 2(a)benefits of separate liquidity facilities. The assets of the Trust includeKredietbank N.V., among other things, a pool of mortgage loans acting through its New York Branch (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesLiquidity Provider"), and certain monies received thereunder on or after ___________Wilmington Trust Company, 199_as subordination agent and as trustee under the Intercreditor Agreement referred to hereinbelow (the "Subordination Agent"), amounts deposited in will enter into separate revolving credit agreements with respect to each Trust (other than the Pre-Funding Account Class D Trust) (each, a "Liquidity Facility") to be dated as of June 25, 1997 for the benefit of the holders of the Offered Certificates. The Liquidity Provider and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in holders of the Cash Collateral Account pursuant Offered Certificates will be entitled to the Cash Collateral benefits of an Intercreditor Agreement to be dated as of _______June 25, 199_ 1997 (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Intercreditor Agreement") among the SellerTrustees, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance Subordination Agent and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Liquidity Provider.
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $[___] principal amount of Class A Floating Rate [___]% Asset Backed Notes, Series 2007-1 (the “Class A Notes”), $[___ _] principal amount of its Class B Floating Rate [____]% Asset Backed Certificates Notes, Series 2007-1 (the "Certificates"“Class B Notes”) and $[___] principal amount of Class C Floating Rate [___]% Asset Backed Notes, Series 2007-1 (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Notes”) to the Underwriters (as defined hereinafter) for whom you are acting as Representatives (the “Representatives”). The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the registration statement referred “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (as amended, the “Master Indenture”), between the Issuer and The Bank of New York Trust Company, N.A. (successor to The Bank of New York) (“BNYTC”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of April [ ], 2007 (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The primary asset of the Issuer is a certificate (the “Collateral Certificate”) representing a beneficial interest in Section 2(athe assets held in the First Bankcard Master Credit Card Trust (the “Certificate Trust”), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 24, 2002 (as amended and supplemented, the “Pooling and Servicing Agreement”), among FNF LLC, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and BNYTC (successor to The Bank of New York), as trustee (the “Certificate Trust Trustee”), and the Collateral Series Supplement, dated as of October 24, 2002, to the Pooling and Servicing Agreement (the “Collateral Supplement” and together with the Pooling and Servicing Agreement, the “Pooling and Servicing Agreement”). The assets of the Certificate Trust include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"“Accounts”). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Receivables are transferred to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Certificate Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in Receivables transferred to the Trust, will be issued Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Collateral Certificate was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (the “Transfer and Servicing Agreement”), among the Transferor, the Bank, as Servicer, and the Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Transfer and Servicing Agreement, the Pooling and Servicing Agreement. Capitalized , the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing AgreementTransaction Documents. The Seller Transferor has prepared and CIT Consumer Finance hereby agree filed with the several Underwriters named in Schedule I hereto Securities and Exchange Commission (the "Underwriters"“Commission”) as follows:in accordance with the provisions of the Securities Act of 1933 (the “Act”), a registration statement on Form S-3 (having the registration number 333-140273), including a
Appears in 1 contract
Sources: Underwriting Agreement (First National Funding LLC)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation Offered Notes will be in book-entry form in minimum denominations of US$100,000 each. The Trust Manager has prepared and filed with the United States Securities and Exchange Commission (the "SellerCommission") in accordance with the provisions of the United States Securities Act of 1933, as amended, and a wholly-owned limited-purpose finance subsidiary the rules and regulations of The CIT Group Holdingsthe Commission promulgated thereunder (collectively, Inc.the "Securities Act"), a Delaware corporation ("CIT") proposes registration statement, including a prospectus, relating to cause CIT Home Equity Loan Trust 19__-_ the Offered Notes. The Offered Notes will be constituted by, issued subject to, and have the benefit of, a note trust deed (the "TrustNote Trust Deed") to issue dated on or about [o] between the Issuer, the Trust Manager and sell $_________ principal amount The Bank of its ____% Asset Backed Certificates New York (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesNote Trustee"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto Master Trust Deed (the "UnderwritersMaster Trust Deed") dated 2 December 1999 between Perpetual Trustees Victoria Limited and Interstar Securities (Australia) Pty Limited, as follows:it applies to the Issuer by reason of the Notice of Creation of Trust under which the Issuer becomes trustee of the Millennium Series 2003-1G Trust pursuant to the terms of the Master Trust Deed (the "Notice of Creation of Trust") to be given by the Trust Manager and the Servicer, the Series Notice (the "Series Notice") to be entered into by, among others, the Issuer, the Trust Manager, the Servicer, Interstar Nominees (B) Pty Limited, Interstar Nominees (N) Pty Limited, and Interstar Nominees (R) Pty Limited (collectively, the "Approved Sellers"), the Note Trustee and Perpetual Trustee Company Limited, as security trustee (in such capacity, the "Security Trustee"), and the Agency Agreement (the "Agency Agreement", and together with the Master Trust Deed, the Notice of Creation of Trust, the Note Trust Deed and the Series Notice, the "Note Issuance Documents") to be entered into by the Issuer, the Trust Manager, the Servicer and the Note Trustee (including in its capacities as principal paying agent (in such capacity, the "Principal Paying Agent") and calculation agent (in such capacity, the "Calculation Agent")).
Appears in 1 contract
Sources: Underwriting Agreement (Interstar Securitisation Management Pty LTD)
Introductory. The CIT Group Securitization Corporation IIIProsperity Bancshares, Inc., a Delaware Texas corporation (the "SellerCompany") ), and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdingsits subsidiary, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Prosperity Capital Trust 19__-_ I (the "Trust" and, together with the Company, the ") Offerors"), a statutory business trust organized under the Delaware Business Trust Act (the "Delaware Act"), propose, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A (the "Underwriters"), who are acting severally and not jointly, an aggregate of 1,200,000 of the Trust's ___% Cumulative Trust Preferred Securities (liquidation amount $10 per security) representing undivided beneficial interests in the assets of the Trust (the "Trust Preferred Securities"). The Offerors propose that the Trust issue the Trust Preferred Securities pursuant to a Trust Agreement, as amended and restated among First Union Trust Company, National Association, as Property Trustee and Delaware Trustee, the administrative trustees named therein (the "Administrative Trustees") and the Company (the "Trust Agreement"). The Trust Preferred Securities will be guaranteed by the Company with respect to distributions and payments upon liquidation, redemption and otherwise pursuant to a Guarantee Agreement (the "Guarantee Agreement") between the Company and First Union Trust Company, National Association, as trustee (the "Guarantee Trustee"). The proceeds of the sale of the Trust Preferred Securities will be combined with the proceeds from the sale by the Trust to the company of the Trust's common securities (the "Common Securities") and will be used to purchase ___% junior subordinated debentures (the "Debentures") issued by the Company pursuant to an indenture (the "Indenture") between the Company and First Union Trust Company, National Association, as trustee (the "Indenture Trustee"). The Offerors have prepared and filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations (the "Rules and Regulations") of the Commission thereunder (collectively, the "Act"), and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), a registration statement on Form S-1 (File Nos. _________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________) including a prospectus, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed relating to the Trust subsequent to Preferred Securities, the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, Debentures and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Guarantee Agreement. The Certificatesregistration statement, each representing a fractional undivided interest in as amended at the Trusttime when it became or becomes effective, will be issued pursuant to including all financial schedules (if any) and exhibits thereto, and all of the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:information
Appears in 1 contract
Sources: Underwriting Agreement (Prosperity Capital Trust I)
Introductory. The CIT Group Securitization Corporation IIIKey Consumer Receivables LLC, a Delaware corporation limited liability company, (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity KeyCorp Student Loan Trust 19__-_ [ ] (the "Trust") to issue and sell $[ ] principal amount of its Class [ ] Asset Backed Certificates (the "Certificates") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $___________ principal amount of its ____% Floating Rate Class [ ] Asset Backed Certificates Notes (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage LoansClass [ ] Notes") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after $___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as _ principal amount of _______, 199_ its Floating Rate Class [ ] Asset Backed Notes (the "Cash Collateral Class [ ] Notes" and, with the Class [ ] Notes, the "Notes"). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between the TrustDepositor, KBUSA and the Representative. The Trust was formed, and the Certificates will be issued, pursuant to the Trust Agreement, dated as of [ ], [ ], as amended and restated by the Amended and Restated Trust Agreement, dated as of [ ], [ ] (as further amended and supplemented from time to time, collectively, the "Trust Agreement") among the Depositor, [ ], as Eligible Lender Trustee (the "Eligible Lender Trustee") and [ ], as Delaware trustee (the "Delaware Trustee"). The assets of the Trust include certain graduate, undergraduate and career education student loans (collectively, the Master Servicer and [The Dai-Ichi Kangyo Bank"Initial Financed Student Loans"). Such Initial Financed Student Loans will be acquired by the Trust from the Depositor on or about [ ], Limited, New York Branch[ ] (the "Cash Collateral DepositorClosing Date"). The Initial Financed Student Loans will be divided into two pools of student loans, the first group will consist of Financed Student Loans that are reinsured by the United States Department of Education (the "Department") (collectively, the "Financed Federal Loans"). The second group will consist of (i) Financed Student Loans that are not guaranteed by any party nor reinsured by the Department (collectively "Non-Guaranteed Private Loans,") and (ii) Financed Student Loans that are not reinsured by the Pooling and Servicing Agreement Department or any other government agency but are guaranteed by a private guarantor (as defined below)collectively, additional mortgage loans (the "Subsequent Mortgage Guaranteed Private Loans;" and together with the Initial Mortgage Non-Guaranteed Private Loans, the "Mortgage Financed Private Loans") secured by residential properties financed thereby ). All Financed Student Loans that are part of the first group described above are referred to as the "Group I Student Loans" and all Financed Student Loans that are part of the second group described above are referred to as the "Group II Student Loans." The Depositor will purchase all of the Student Loans from Key Bank USA, National Association, a national banking association ("KBUSA," and in such capacity, the "Seller"), pursuant to the Student Loan Transfer Agreement, dated as of [ ], [ ] (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged PropertiesStudent Loan Transfer Agreement") between KBUSA, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance Depositor and [ ], as eligible lender trustee on behalf of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ Depositor (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerDepositor Eligible Lender Trustee"). The Mortgage Loans Group I Notes will be entitled to receive payments of interest and other principal primarily from the cashflow on the Group I Student Loans. The Group II Notes will be entitled to receive payments of interest and principal from the cashflow on the Group II Student Loans. The assets of the Trust will be sold by CIT Consumer Finance to further include certain monies due under the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________Initial Financed Student Loans on and after [ ], 199_ [ ], (the "Purchase Cutoff Date"), an interest rate swap agreement for the Group I Notes (the "Group I Interest Rate Swap"), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the swap counterparty (in such capacity, the "Swap Counterparty"), an interest rate cap agreement for the Group II Notes (the "Group II Cap Agreement"), in the form of a 1992 ISDA Master Agreement with a schedule and related confirmation thereto, dated as of [ ], [ ], between the Trust and [KBUSA], as the cap counterparty (in such capacity, the "Cap Counterparty") between CIT Consumer Finance and a note guaranty insurance policy issued by [ ] (the "Securities Insurer") to [ ], a [ ] (the "Indenture Trustee") for the benefit of the holders of the Class II-[ ] Notes, the Class II-[ ] Notes and the SellerClass II-[ ] Notes (collectively, and finally the "Group II Insured Notes") (the "Group II Insured Notes Guaranty Insurance Policy"). The Initial Financed Student Loans will be sold to the Eligible Lender Trustee on behalf of the Trust by the Seller to Depositor and the Trust Depositor Eligible Lender Trustee pursuant to the Sale and Servicing Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the "Sale and Servicing Agreement"), among the Trust, the Eligible Lender Trustee, KBUSA, as master servicer (in such capacity, the "Master Servicer"), the Depositor and KBUSA, as administrator (in such capacity, the "Administrator"). Certain The Master Servicer has also entered into four certain sub-servicing agreements to have the Financed Student Loans sub-serviced with each of [Pennsylvania Higher Education Assistance Agency, an agency of the Mortgage Commonwealth of Pennsylvania] ("[PHEAA]" and, in its capacity as a sub-servicer, a "Sub-Servicer") and [Great Lakes Educational Loan Services, Inc., a Wisconsin corporation] ("[Great Lakes]" or a "Sub-Servicer"), two agreements with [PHEAA] regarding certain of the Group I and Group II Student Loans and other property sold two agreements with [Great Lakes] regarding certain of the Group I and Group II Student Loans. The Master Servicer will also directly service certain of the Group II Student Loans, which will be held by CIT Consumer Finance [Deutsche Bank National Trust Company], as custodian (the "Custodian"), pursuant to that certain Custodial Agreement (the "Custodial Agreement") dated as of [ ], [ ], between the Master Servicer and the Custodian. The Notes will be issued pursuant to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement Indenture to be dated as of _________[ ], 199_ [ ] (as amended and supplemented from time to time, the "Indenture"), between the Indenture Trustee and the Trust. To provide credit support to the Group II Insured Notes only, the Group II Insured Notes Guaranty Insurance Policy will be issued pursuant to an Insurance Agreement (the "CITSF Purchase Insurance Agreement") between CITSF dated as of [ ], [ ] by and CIT Consumer Finance. The among the Securities Insurer, the Depositor, KBUSA, (in its capacities as Seller, Master Servicer and Administrator), the Trust, the Indenture Trustee and the Eligible Lender Trustee. After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will service acquire certain additional student loans on or prior to [ ], [ ] (the Mortgage "Subsequent Student Loans") and on or prior to the end of the Funding Period (the "Other Student Loans"; and together with the Subsequent Student Loans and the Initial Financed Student Loans, the "Financed Student Loans") using amounts in certain accounts owned by the Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Pooling Administration Agreement, dated as of [ ], [ ] (as amended and supplemented from time to time, the "Administration Agreement"), among the Indenture Trustee, the Trust and the Administrator. [KBUSA], as cap provider (in such capacity, the "Cap Provider"), will enter into basis risk caps with the Trust, one for the benefit of the holders of the Group I Notes (the "Group I Basis Risk Cap"), and the other for the benefit of the Group II Notes (the "Group II Basis Risk Cap" and together with the Group I Basis Risk Cap, the "Basis Risk Cap Agreements") each in the form of a 1992 ISDA Master Agreement with schedules and related confirmations thereto, each dated as of [ ], [ ], whereunder the related Noteholders will be entitled, subject to the limitations of the Basis Risk Cap Agreements, to receive payments from the Cap Provider in the amount of any of any Noteholders' Interest Index Carryover for such Class of Notes and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. Pursuant to the Group I Interest Rate Swap, on each Distribution Date the Trust will be entitled to receive certain payments from the Swap Counterparty, and/or the Trust will be required to make certain payments to the Swap Counterparty, in each case on a net basis. [Key Bank National Association], a national banking association, as put option provider ("[KBNA]" and in such capacity, the "Put Option Provider") will enter into two put option agreements with the Trust, one with respect to the Group I Student Loans (the "Group I Put Option") for the benefit of the holders of the Group I Notes, and the other with respect to the Group II Student Loans (the "Group II Put Option" and together with the Group I Put Option, the "Put Options") for the benefit of the holders of the Group II Notes. Pursuant to each of the Put Options, if the related Put Option is exercised, the Put Option Provider is obligated to purchase the related group of Financed Student Loans for the related Put Exercise Price on the Distribution Date in [ ] [ ]. In addition, to and including [ ], [ ], if the rate of three-month LIBOR increases to a level specified in the Group II Cap Agreement, the Trust will be entitled to receive payments from the Cap Counterparty in the amounts and on the dates set forth in the Group II Cap Agreement. The Sale and Servicing Agreement. The Certificates, each the Indenture, the Trust Agreement, the Student Loan Transfer Agreements, the Insurance Agreement, the Administration Agreement, the Custodial Agreement, the [Group I Interest Rate Swap, the Group II Cap Agreement, the Basis Risk Cap Agreements and the Put Options] are referred to herein as the "Basic Documents." Simultaneously with the issuance and sale of the Certificates as contemplated herein and the sale of the Notes as contemplated in the Note Underwriting Agreement, and pursuant to the Trust Agreement, the Trust will issue its Trust Certificate (the "Trust Certificate") representing a fractional undivided residual ownership interest in the Trust, will be issued pursuant Trust to the Pooling and Servicing AgreementDepositor or its designated affiliate. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Appendix A attached hereto.
Appears in 1 contract
Sources: Certificate Underwriting Agreement (Key Bank Usa National Association)
Introductory. The CIT Group Securitization Corporation IIICNH Capital Receivables LLC, a Delaware corporation (the "“Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Case Equipment Trust 19__-_ 200 - (the "“Trust"”) to issue and sell $_________ [ ] principal amount of its ____[ ]% Asset Backed Certificates (the "“Certificates"”). The Certificates , each representing a fractional undivided interest in the Trust, to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are registered under acting as representative (the registration statement referred to in Section 2(a“Representative”). The assets of the Trust include, among other things, a pool of mortgage loans retail installment sale contracts and full payout leases (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby (new or used over-the-road trucks and trailers, agricultural, construction, forestry, or other equipment and the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited related security interests in the Pre-Funding Account and Capitalized Interest Account equipment financed thereby. The Receivables were sold to the right to receive payments under certain circumstances from funds deposited in Trust by the Cash Collateral Account Seller. The Receivables are serviced for the Trust by CNH Capital America LLC, a Delaware corporation (“CNHCA”). The Certificates will be issued pursuant to the Cash Collateral Trust Agreement to be dated as of _______[ ] (as amended and supplemented from time to time, 199_ the “Trust Agreement”), between the Seller, as Depositor, and, as trustee (the "Cash Collateral “Trust Trustee”). Simultaneously with the issuance and sale of the Certificates as contemplated in this Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York BranchTrust will issue $[ ] principal amount of Class A-1 [ ]% Asset Backed Notes (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below“A-1 Notes”), additional mortgage loans $[ ] principal amount of Class A-2 [ ]% Asset Backed Notes (the "Subsequent Mortgage Loans;" “A-2 Notes”), $[ ] principal amount of Class A-3[ ]% Asset Backed Notes (the “A-3 Notes”), $[ ] principal amount of Class A-4 [ ]% Asset Backed Notes (the “A-4 Notes”), and $[ ] principal amount of Class B [ ]% Asset Backed Notes (the “B Notes”; together with the Initial Mortgage LoansA-1 Notes, the "Mortgage Loans") secured by residential properties financed thereby A-2 Notes, the A-3 Notes and the A-4 Notes, the “Notes”); to be sold pursuant to an underwriting agreement dated the date hereof (the "Subsequent Mortgaged Properties;" and “Note Underwriting Agreement”; together with the Initial Mortgaged Propertiesthis Agreement, the "Mortgaged Properties"“Underwriting Agreements”) to be conveyed to among the Trust subsequent to the date of issuance Seller, CNHCA and you, as representative of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, several Underwriters named in Schedule I thereto. The Notes and the other property Certificates are sometimes referred to collectively herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the proceeds thereof meanings ascribed to be conveyed to them in the Trust pursuant to the Pooling Sale and Servicing Agreement to be dated as of __________, 199_ [ ] (the "Pooling as amended and Servicing Agreement") among the Sellersupplemented from time to time, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the “Sale and Servicing Agreement. Certain of ”), among the Mortgage Loans and other property sold by CIT Consumer Finance to Trust, the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financingand CNHCA, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of _________[ ] (as amended and supplemented from time to time, 199_ the “Trust Agreement”), between the Seller and [ ], as trustee (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:“Trustee”).
Appears in 1 contract
Sources: Underwriting Agreement (CNH Capital Receivables Inc)
Introductory. The CIT Group Securitization Corporation IIISunnova Helios X Issuer, LLC, a Delaware corporation limited liability company (the "Seller"“Issuer”), proposes, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ LLC (the "Trust") to issue and sell $_________ principal amount of its ____“Initial Purchaser”), the 5.30% Asset Solar Loan Backed Certificates Notes, Series 2022-C, Class A (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor"“Class A Notes”) and the Pooling and Servicing Agreement (as defined below)5.60% Solar Loan Backed Notes, additional mortgage loans Series 2022-C, Class B (the "Subsequent Mortgage Loans;" “Class B Notes” and together with the Initial Mortgage LoansClass A Notes, the "Mortgage LoansUnderwritten Notes") secured by residential properties financed thereby in the Initial Outstanding Note Balances set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). The Issuer is also issuing the Solar Loan Backed Notes, Series 2022-C, Class C (the "Subsequent Mortgaged Properties;" Class C Notes", and together with the Initial Mortgaged PropertiesUnderwritten Notes, the "Mortgaged PropertiesNotes") to be conveyed to ). On the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff datesClosing Date, Sunnova ABS Holdings X, LLC, a Delaware limited liability company (“Sunnova ABS Holdings X”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITSunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Helios X Depositor, LLC, a Delaware limited liability company (the “Depositor”), and the Issuer will enter into a sale and contribution agreement (the “Contribution Agreement”), dated as of the Closing Date, pursuant to which: (i) Sunnova ABS Holdings X will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova ABS Holdings X; and (iii) the Issuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued under an indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuer and Wilmington Trust, National Association, a national banking association (“Wilmington Trust”), as Master Servicer indenture trustee ("CIT Consumer Finance" or in such capacity, the "Master Servicer"“Indenture Trustee”). The Mortgage Loans Pursuant to the Indenture, the Issuer will pledge the Trust Estate (including the Conveyed Property and other assets the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the Trust will be sold Noteholders to secure the Notes. Pursuant to a management agreement, dated as of the Closing Date, by CIT Consumer Finance to and among the Seller Issuer, Sunnova ABS Management, LLC, a Delaware limited liability company (“Sunnova Management” and together with Sunnova Energy, the Issuer, the Depositor, Sunnova ABS Holdings X and Sunnova Intermediate Holdings, the “Sunnova Entities”), as manager, and Wilmington Trust, as transition manager, and pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________servicing agreement, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________the Closing Date, 199_ (by and among the "CITSF Purchase Agreement") between CITSF Issuer, Sunnova Management, as servicer, and CIT Consumer FinanceWilmington Trust, as backup servicer, Sunnova Management will provide certain operations and maintenance and administrative services to the Issuer. Finally, in connection with the transaction, Sunnova Energy will deliver a performance guaranty, dated as of the Closing Date, in favor of the Issuer and the Indenture Trustee for the benefit of the Noteholders. The Master Servicer will service Securities Act of 1933, as amended, and the Mortgage Loans on behalf of rules and regulations promulgated thereunder, is herein referred to as the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement“Securities Act”. Capitalized terms used herein and in this Agreement but not otherwise defined shall have the meanings given them set forth in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with “Standard Definitions” attached as Annex A to the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Indenture.
Appears in 1 contract
Sources: Note Purchase Agreement (Sunnova Energy International Inc.)
Introductory. The CIT Group Securitization Corporation IIICNH Capital Receivables LLC, a Delaware corporation limited liability company (the "“Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan CNH Equipment Trust 19__-_ 20XX-Y (the "“Trust"”) to issue and sell $_________ $ principal amount of its ____% Asset Backed Certificates (the "“Certificates"”). The Certificates , each representing a fractional undivided interest in the Trust, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are registered under acting as representatives (the registration statement referred to in Section 2(a“Representatives”). The assets of the Trust include, among other things, a [pool of mortgage fixed rate retail installment sale contracts, retail installment loans and consumer installment loans] (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby ([new or used agricultural, construction or other equipment] and the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited related security interests in the Pre-Funding Account and Capitalized Interest Account equipment financed thereby. The Receivables were sold to the right Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). [New Holland has appointed [(“ ”)] to receive payments under certain circumstances from funds deposited in act as backup servicer of the Cash Collateral Account Receivables pursuant to the Cash Collateral Backup Servicing Agreement, dated as of [Month Day], 20XX (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, [ ], as backup servicer, and the Indenture Trustee.] The Certificates will be issued pursuant to the Trust Agreement to be dated as of _______[Month Day], 199_ 20XX (as amended and supplement from time to time, the “Trust Agreement”), between the Seller, as Depositor, and [Wilmington Trust Company], as trustee (the "Cash Collateral “Trust Trustee”). Simultaneously with the issuance and sale of the Certificates as contemplated in this Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] Trust will issue $ principal amount of % Class A-1 Asset Backed Notes (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below“A-1 Notes”), additional mortgage loans $ principal amount of % Class A-2 Asset Backed Notes (the "Subsequent Mortgage Loans;" “A-2 Notes”); $ principal amount of % Class A-3 Asset Backed Notes (the “A-3 Notes”); $ principal amount of % Class A-4[a] Asset Backed Notes (the “A-4[a] Notes”) [and $ principal amount of Floating Rate Class A-4b Asset Backed Notes (the “A-4b Notes”, together with the Initial Mortgage LoansA-4[a] Notes, the "Mortgage Loans") secured by residential properties financed thereby “A-4 Notes”)] and $ principal amount of % Class B Notes (the "Subsequent Mortgaged Properties;" “Class B Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes, the A-4 Notes and the Class B Notes, the “Notes”), to be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”; together with the Initial Mortgaged Propertiesthis Agreement, the "Mortgaged Properties"“Underwriting Agreements”) to be conveyed to among the Trust subsequent to the date of issuance Seller, CNHCA and you, as representative of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, several Underwriters named in Schedule I thereto. The Notes and the other property Certificates are sometimes referred to herein collectively as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the proceeds thereof meanings ascribed to be conveyed to them in the Trust pursuant to the Pooling Sale and Servicing Agreement to be dated as of __________[Month Day], 199_ 20XX (the "Pooling as amended and Servicing Agreement") among the Sellersupplemented from time to time, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the “Sale and Servicing Agreement. Certain of ”), among the Mortgage Loans and other property sold by CIT Consumer Finance to Trust, the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financingand New Holland, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement as servicer, or, if not defined therein, in the Indenture to be dated as of _________[Month Day], 199_ 20XX (as amended and supplemented from time to time, the “Indenture”), between the Trust and [Deutsche Bank Trust Company Americas], as indenture trustee (the "CITSF Purchase “Indenture Trustee”) or the Trust Agreement dated as of [Month Day], 20XX (as amended and supplemented from time to time, the “Trust Agreement") ”), between CITSF the Seller and CIT Consumer Finance[Wilmington Trust Company], as trustee (the “Trustee”). The Master Servicer will service At or prior to the Mortgage Loans on behalf time when sales to purchasers of the Trust pursuant Certificates were first made to investors by the several Underwriters, which was approximately : .m. (New York time) on [Month Day], 20XX (the “Time of Sale”), the Seller had prepared the following information (collectively, the “Time of Sale Information”): the preliminary prospectus supplement dated [Month Day], 20XX (the “Preliminary Prospectus Supplement”) to the Pooling base prospectus dated [Month Day], 20XX (the “Basic Prospectus”) (together, along with information referred to under the caption “Static Pool Data” therein, the “Preliminary Prospectus”) [and Servicing Agreementthe free writing prospectus dated [Month Day], 20XX (the “Initial Free Writing Prospectus”) in the form filed with the Securities and Exchange Commission (the “Commission”) on [Month Day], 20XX]. The If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), 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 as a result investors in the Certificates may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Certificates and the Underwriters enter into new Contracts of Sale with investors in the Certificates, each representing a fractional undivided interest in the Trust, then “Time of Sale Information” will be issued pursuant refer to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have information conveyed to investors at the meanings given them time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the "Underwriters") as follows:time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (CNH Capital Receivables LLC)
Introductory. The CIT Group Securitization Corporation IIIToyota Motor Credit Receivables Corporation, a Delaware California corporation (the "Seller") and a wholly-wholly owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.Toyota Motor Credit Corporation, a Delaware California corporation ("CITTMCC"), proposes to sell to each of the several underwriters named in Schedule I-A hereto (the "Class A Certificates Underwriters") proposes $722,871,000.00 aggregate principal amount of 6.45% Asset Backed Certificates, Class A (the "Class A Certificates") and to cause CIT Home Equity Loan each of the several underwriters named in Schedule I-B hereto (the "Class B Certificates Underwriters") $20,761,000.00 aggregate principal amount of 6.60% Asset Backed Certificates, Class B (the "Class B Certificates") and to each of the several underwriters named in Schedule I-C hereto (the "Class 2 C Certificates Underwriters", and together with the Class A Certificates Underwriters and the Class B Certificates Underwriters, the "Underwriters") $11,325,553.40 aggregate principal amount of 6.80% Asset Backed Certificates, Class C (the "Class C Certificates", and, together with the Class A Certificates and the Class B Certificates, the "Certificates") of the Toyota Auto Receivables 1997-A Grantor Trust 19__-_ (the "Trust") to issue ). Credit Suisse First Boston Corporation and sell $_________ principal amount of its ____% Asset Backed Lehm▇▇ ▇▇▇thers Inc. will act as representatives for the Class A Certificates (Underwriters and will be the sole Class B Certificates Underwriters and Class C Certificates Underwriters, and in such capacities shall herein be the "CertificatesRepresentatives"). The Certificates are registered under Each Certificate will represent a fractional undivided interest in the registration statement referred to in Section 2(a)Trust. The assets of the Trust will include, among other things, a pool of mortgage loans retail installment sale contracts (the "Initial Mortgage LoansReceivables") secured by residential properties the new and used automobiles and light duty trucks financed thereby thereunder (the "Initial Mortgaged PropertiesFinanced Vehicles"), ) and certain monies received due or to become due thereunder on or after ___________April 1, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ 1997 (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerCutoff Date"). The Mortgage Loans Receivables and other assets of the Trust will be sold by CIT Consumer Finance TMCC to the Seller pursuant to a Mortgage Loan Receivables Purchase Agreement to be dated as of_________, 199_ (the "Receivables Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________April 1, 199_ (1997 between TMCC and the "CITSF Purchase Agreement") between CITSF and CIT Consumer FinanceSeller. The Master Servicer will service the Mortgage Loans on behalf As of the Trust pursuant to Cutoff Date, the Pooling and Servicing Agreement. The CertificatesReceivables had an aggregate principal balance of $754,957,553.40, each representing a fractional the Class A Certificates in the aggregate will represent an approximate 95.75% undivided interest in the Trust, equal to $722,871,000.00 of the aggregate principal balance of the Receivables, the Class B Certificates in the aggregate will represent an approximate 2.75% undivided interest in the Trust, equal to $20,761,000.00 of the aggregate principal balance of the Receivables and, the Class C Certificates in the aggregate will represent an approximate 1.50% undivided interest in the Trust, equal to $11,325,553.40 of the aggregate principal balance of the Receivables, all as described in the Prospectus, as defined below. The Certificates will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement" and, together with the "Receivables Purchase Agreement, the "Basic Documents") to be dated as of April 1, 1997, among the Seller, TMCC, as servicer (in such capacity, the "Servicer"), and Bankers Trust Company, as trustee (the "Trustee"). This Underwriting Agreement shall hereinafter be referred to as "this Agreement". Capitalized terms used herein and not otherwise defined shall have the meanings given them ascribed thereto in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Toyota Motor Credit Receivables Corp)
Introductory. The CIT Group Securitization Corporation IIIMail-Well I Corporation, a Delaware corporation (the "SellerCOMPANY") ), proposes, subject to the terms and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdingsconditions stated herein, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ to the several initial purchasers named in Schedule A hereto (the "PURCHASERS") U.S.$350,000,000 principal amount of its ____9 5/8% Asset Backed Certificates Senior Notes due 2012 (the "CertificatesNotes") to be issued under an indenture, dated as of March 13, 2002 (the "INDENTURE"), among the Company, the guarantors named therein and State Street Bank and Trust Company, as Trustee, and guaranteed (the "Guarantees") by the Company's parent company, Mail-Well, Inc. (the "PARENT COMPANY") and the Company's domestic subsidiaries set forth on the signature pages hereof (the Parent Company and such subsidiaries are collectively referred to as the "GUARANTORS"). The Certificates Notes and the Guarantees are registered under referred to collectively as the "OFFERED SECURITIES." The Company and the Guarantors are collectively referred to as the "ISSUERS." The United States Securities Act of 1933 is herein referred to as the "SECURITIES ACT." Holders (including subsequent transferees) of the Offered Securities will have the registration statement referred to rights set forth in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans registration rights agreement (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesREGISTRATION RIGHTS AGREEMENT"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement Closing Date (as defined below), additional mortgage loans in substantially the form of Exhibit I hereto, for so long as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuers will agree to file with the Securities and Exchange Commission (the "Subsequent Mortgage Loans;COMMISSION") under the circumstances set forth therein, (i) a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Offered Securities in a like aggregate principal amount as the Issuers issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the "EXCHANGE OFFER") and (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION STATEMENT" and and, together with the Initial Mortgage LoansExchange Offer Registration Statement, the "Mortgage LoansREGISTRATION STATEMENTS") secured relating to the resale by residential properties financed thereby (certain holders of the Offered Securities and to use their reasonable best efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the "Subsequent Mortgaged Properties;SECURITIES." and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance Issuers hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") Purchasers as follows:
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIICredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ form a commercial mortgage trust (the "Trust") ), which will issue, in multiple classes, securities entitled Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-CK6. The Depositor further proposes, subject to issue the terms and conditions stated in this underwriting agreement (this "Agreement"), to sell $_________ principal amount to the underwriters named in Schedule I hereto (each, an "Underwriter" and, collectively, the "Underwriters"; provided, however, that if you are the only underwriter named in Schedule I hereto, then the terms "Underwriter" and "Underwriters" shall refer solely to you), for whom you act as representative (in such capacity, the "Representative"), those classes of its ____% Asset Backed Certificates such securities as are identified on Schedule II hereto (the classes of securities identified on Schedule II hereto, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates are registered under will be specified in the registration statement referred to Prospectus (as defined in Section 2(a2(c)). The assets of the Trust include(all such assets collectively, among other things, the "Trust Fund") will consist primarily of a segregated pool of multifamily and commercial mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loanscollectively, the "Mortgage Loans") secured that will be purchased by residential properties financed thereby the Depositor from Column Financial, Inc. (the "Subsequent Mortgaged Properties;Column") and KeyBank National Association ("Keybank" and and, together with the Initial Mortgaged PropertiesColumn, the "Mortgaged PropertiesMortgage Loan Sellers") ), respectively, pursuant to separate mortgage loan purchase agreements dated as of December 19, 2001 (each, a "Mortgage Loan Purchase Agreement"). The Trust will be conveyed created, the Mortgage Loans will be transferred to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff datesTrust, and the other property and the proceeds thereof to Certificates will be conveyed to the Trust issued, pursuant to the Pooling a pooling and Servicing Agreement to be servicing agreement dated as of __________December 11, 199_ 2001 (the "Pooling and Servicing Agreement") ), among the SellerDepositor, the Trustee and The CIT Group/Consumer FinanceMidland Loan Services, Inc., a wholly-owned subsidiary of CITas master servicer (in such capacity, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer") and special servicer (in such capacity, the "Special Servicer"), and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). The Mortgage Loans and other assets offering of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust Certificates made pursuant to the Sale and Servicing AgreementRegistration Statement (as defined in Section 2(a)) will be made through the Underwriters. Certain This Agreement provides for the sale of the Mortgage Loans Certificates to, and other property sold by CIT Consumer Finance the purchase and offering thereof by, the Underwriters. Schedule I sets forth the aggregate amount of each class of Certificates that is to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financingeach Underwriter. Schedule II sets forth the classes of the Certificates subject to this Agreement, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement the principal balance of each class of the Certificates to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF issued and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized any terms used herein and thereof not otherwise defined shall have the meanings given them specified in the Pooling and Servicing AgreementAgreement and the price at which each class of the Certificates is to be purchased by the Underwriters from the Depositor. The Seller and CIT Consumer Finance hereby agree with offering of the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Certificates will be governed by this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Credit Suisse First Boston Mortgage Sec Corp 2001-Ck6)
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ [ ] principal amount of its ____% Class A Series [20 ]-[•] Asset Backed Certificates Notes [(the "Certificates"“Notes”)] [(the “Class A Notes”)] [,$[ ] principal amount of Class B Series [20 ]-[•] Asset Backed Notes (the “Class B Notes”)] [and $[ ] principal amount of Class C Series [20 ]-[•] Asset Backed Notes (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Notes”)], to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by First Amended & Restated Trust Agreement dated as of December 20, 2012 (collectively, the registration statement referred “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to in Section 2(aa First Amended and Restated Master Indenture, dated as of December 20, 2012 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series [20 ]-[•] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in . The Receivables are transferred to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement to be First Amended and Restated Transfer and Servicing Agreement, dated as of _______December 20, 199_ 2012 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the "Cash Collateral Agreement") between the Trust“Bank”), the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] as servicer (the "Cash Collateral Depositor"“Servicer”) and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Issuer. The Receivables transferred to the Trust subsequent to Issuer by the date of issuance of Transferor are acquired by the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and Transferor from the other property and the proceeds thereof to be conveyed to the Trust Bank pursuant to the Pooling First Amended and Servicing Agreement to be Restated Receivables Purchase Agreement, dated as of __________December 20, 199_ 2012 (the "Pooling and Servicing Agreement") among the Selleras amended, the Trustee “Receivables Purchase Agreement”), between the Transferor and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer")Bank. The Mortgage Loans Bank has agreed to provide notices and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans perform on behalf of the Trust Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Pooling First Amended and Restated Administration Agreement, dated as of December 20, 2012 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Transfer and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the TrustReceivables Purchase Agreement, will be issued pursuant the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the Pooling and Servicing “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement. Capitalized .” To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Master Note Trust)
Introductory. The CIT Group Securitization Corporation IIIMetris Receivables, Inc. (the "Transferor"), a Delaware corporation (the "Seller") corporation, and a wholly-wholly owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation Metris Companies Inc. ("CITMetris") ), proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $__________ principal amount of its ____% Floating Rate Asset Backed Certificates Securities, Series 1998-2, Class A (the "CertificatesClass A Securities" or the "Offered Securities") of the Metris Master Trust (the "Trust"). The Certificates are registered under Each Offered Security will represent a fractional undivided interest in the registration statement referred to in Section 2(a)Trust. The assets of the Trust will include, among other things, a pool of mortgage loans receivables (the "Initial Mortgage LoansReceivables") secured by residential properties financed thereby arising under certain MasterCard, VISA or other revolving consumer credit accounts (the "Initial Mortgaged PropertiesAccounts") transferred and sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the P&S (as hereinafter defined), the "Servicer") to Metris pursuant to an Amended and Restated Bank Receivables Purchase Agreement dated as of July 30, 1998 between Metris and Direct Merchants Bank (as supplemented and amended from time to time, the "Bank Purchase Agreement"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in then subsequently sold by Metris to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Transferor pursuant to the Cash Collateral an Amended and Restated Purchase Agreement to be dated as of _______July 30, 199_ 1998 between Metris and the Transferor (as supplemented and amended from time to time, the "Cash Collateral Purchase Agreement") between and then transferred by the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed Transferor to the Trust pursuant to the an Amended and Restated Pooling and Servicing Agreement dated July 30, 1998 (as supplemented and amended from time to time, the "P&S") among the Transferor, the Servicer and The Bank of New York (Delaware), as trustee, (the "Trustee"). The Offered Securities will be issued pursuant to the P&S and the Series 1998-2 Supplement to the P&S (the "Supplement") to be dated the Closing Date (as of __________defined herein), 199_ (among the Transferor, the Servicer and the Trustee. The P&S and the Supplement are collectively referred to as the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of$__________ Asset-Backed Securities, 199_ Series 1998-2, Class B (the "Purchase AgreementClass B Securities") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will also be issued pursuant to the Pooling and Servicing Agreement and, together with the Offered Securities, are referred to herein as the "Investor Securities." Certain distributions with respect to the Class A Securities will be insured by MBIA Insurance Corporation (the "Securities Insurer") pursuant to a financial guarantee insurance policy (the "Policy") and an insurance and reimbursement agreement to be dated as of the Closing Date (the "Insurance and Reimbursement Agreement") among the Transferor, Direct Merchants Bank, the Trustee and the Securities Insurer. Capitalized terms used herein The Bank Purchase Agreement, the Purchase Agreement, the Insurance and not otherwise defined shall have the meanings given them in Reimbursement Agreement and the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (Agreement are collectively referred to as the "UnderwritersDesignated Agreements") as follows:.
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after [__________] principal amount of Class A Series [20__-_, 199_, amounts deposited in ] Asset Backed Notes (the Pre-Funding Account and Capitalized Interest Account “Notes”) to the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the Cash Collateral Agreement “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series [20__-_]. Indenture Supplement with respect to the Notes to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement Closing Date (as defined below), additional mortgage loans ) (the "Subsequent Mortgage Loans;" “Indenture Supplement,” and together with the Initial Mortgage LoansMaster Indenture, the "Mortgage Loans") secured by residential properties financed thereby “Indenture”). The assets of the Issuer include, among other things, certain amounts due (the "Subsequent Mortgaged Properties;" “Receivables”) on a portfolio of Visa® and together with MasterCard® revolving credit card accounts (the Initial Mortgaged Properties“Accounts”) owned by First National Bank of Omaha, a national banking association (the "Mortgaged Properties") to be conveyed “Bank”). The Receivables are transferred to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust Issuer pursuant to the Pooling Second Amended and Restated Transfer and Servicing Agreement to be Agreement, dated as of __________September 23, 199_ 2016 (as amended, the "Pooling “Transfer and Servicing Agreement") ”), among the SellerTransferor, the Trustee Bank as servicer (the “Servicer”) and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer")Issuer. The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Receivables transferred to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally Issuer by the Seller to Transferor are acquired by the Trust Transferor from the Bank pursuant to the Sale Second Amended and Servicing Restated Receivables Purchase Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________September 23, 199_ 2016 (as amended, the "CITSF “Receivables Purchase Agreement") ”), between CITSF the Transferor and CIT Consumer Financethe Bank. The Master Servicer will service the Mortgage Loans Bank has agreed to provide notices and perform on behalf of the Trust Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Pooling Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Bank, as “originator” for purposes of the EU Due Diligence and Risk Retention Rules and UK Due Diligence and Risk Retention Rules (each as separately defined below), will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules and UK Retention Rules (with the Indenture Trustee as a third-party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Due Diligence and Risk Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402, together with any relevant regulatory technical standards adopted by the European Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation. As used in this paragraph, “UK Due Diligence and Risk Retention Rules” refers, collectively, to SECN 5 (the “FCA Risk Retention Rules”), SECN 4 (the “FCA Due Diligence Rules”), Article 6 of Chapter 2 and Chapter 4 of the PRA Securitization Rules (the “PRA Risk Retention Rules”), Article 5 of Chapter 2 of the PRA Securitisation Rules (the “PRA Due Diligence Rules”) and regulations 32B, 32C and 32D of the Securitisation Regulations 2024 (SI 2024/102) (the "OPS Due Diligence Rules"). As used in this paragraph “PRA Securitization Rules” refers to the Securitization Part of the rulebook of published policy of the Prudential Regulation Authority and “SECN” refers to the securitization sourcebook of the handbook of rules and guidance adopted by the Financial Conduct Authority each as in effect and applicable on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of September 23, 2016 (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank, in its capacity as RPA Seller and as Servicer, and the Asset Representations Reviewer. The Transfer and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the TrustReceivables Purchase Agreement, will be issued pursuant the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and the Asset Representations Review Agreement are referred to herein, collectively, as the Pooling and Servicing “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement. Capitalized .” To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Funding LLC)
Introductory. The CIT Group Securitization Corporation IIIWorld Omni Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), and World Omni Financial Corp., a Florida corporation (“World Omni”), hereby confirm their respective agreements with Credit Suisse Securities (USA) LLC and Banc of America Securities LLC and each of the "Seller"other underwriters named in Schedule I hereto (collectively, the “Underwriters”) and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ for whom you are acting as representatives (the "Trust") “Representatives”), with respect to issue and sell the sale by the Depositor to the Underwriters of $_________ 243,000,000 aggregate principal amount of its ____5.32000% Asset Backed Certificates Notes, Class A-1 (the "“Class A-1 Notes”), $288,000,000 aggregate principal amount of 5.32% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $236,000,000 aggregate principal amount of 5.23% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $333,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the “Offered Notes”) of World Omni Auto Receivables Trust 2007-A (the “Trust”) under the terms and conditions herein contained. The Offered Notes are to be issued together with $31,105,000 aggregate principal amount of 5.31% Asset Backed Notes, Class B (the “Class B Notes” and, together with Offered Notes, the “Notes”). The Class B Notes will initially be retained by the Depositor. The Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), between the Trust and Bank of New York, as indenture trustee (in such capacity, the “Indenture Trustee”). The Depositor will retain the asset backed certificates (the “Certificates"”) issued pursuant to an amended and restated trust agreement, to be dated as of the Closing Date (the “Trust Agreement”), between the Depositor and Deutsche Bank Trust Company Delaware, as owner trustee (in such capacity, the “Owner Trustee”). The Certificates are registered under will be subordinated to the registration statement referred Notes to the extent described in Section 2(athe Basic Documents (as defined below). The assets of the Trust will include, among other things, a pool of mortgage loans fixed rate retail installment sale contracts (the "“Initial Mortgage Loans"Receivables”) secured by residential properties new and used automobiles and light-duty trucks financed thereby (the "“Initial Mortgaged Properties"Financed Vehicles”), and certain monies received thereunder on or after ___________February 5, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ 2007 (the "Cash Collateral Agreement") between the Trust“Initial Cutoff Date”), the Trusteeand, the Master Servicer and [The Dai-Ichi Kangyo Bankif there is a funding period, Limited, New York Branch] additional fixed rate retail installment sale contracts (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "“Subsequent Mortgage Loans;" Receivables” and together with the Initial Mortgage LoansReceivables, the "Mortgage Loans"“Receivables”) secured by residential properties new and used automobiles and light-duty trucks financed thereby (the "“Subsequent Mortgaged Properties;" Financed Vehicles” and together with the Initial Mortgaged PropertiesFinanced Vehicles, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates “Financed Vehicles”), and certain monies received thereunder after the related cutoff date (each, a “Subsequent Cutoff Date”), rights under the interest rate swap agreement and monies on or after their respective subsequent cutoff dates, deposit in the Reserve Account and in certain other accounts and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling Sale and Servicing Agreement to be dated as of __________, 199_ the Closing Date (the "Pooling “Sale and Servicing Agreement"”) among the SellerTrust, the Trustee Depositor and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITWorld Omni, as Master Servicer ("CIT Consumer Finance" or the "Master “Servicer"”). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Pursuant to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________Sale and Servicing Agreement, 199_ (the "Purchase Agreement") between CIT Consumer Finance and Depositor will sell the Seller, and finally by the Seller Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to the Sale and Servicing Agreement. Certain of , the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans agree to perform certain administrative tasks on behalf of the Trust pursuant to imposed on the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in Trust under the Trust, will be issued pursuant to the Pooling and Servicing AgreementIndenture. Capitalized terms used herein and that are not otherwise defined shall have the meanings given them ascribed thereto in the Pooling Sale and Servicing Agreement. The Seller Receivables were or will be originated or acquired by World Omni. World Omni will sell the Receivables to the Depositor pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of the Closing Date between the Depositor and CIT Consumer Finance hereby agree World Omni. As used herein, the term “Basic Documents” refers to the Sale and Servicing Agreement, Indenture, Trust Agreement, Receivables Purchase Agreement, Administration Agreement (the “Administration Agreement”) to be dated as of the Closing Date among World Omni, the Indenture Trustee, the Depositor and the Trust and Note Depository Agreement. At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 12:45 p.m. on February 13, 2007 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the Preliminary Prospectus Supplement dated February 12, 2007 and the Prospectus dated February 12, 2007 (together, along with any information referred to under the caption “Static Pool Information About Certain Previously Securitized Pools” therein, regardless of whether it is deemed a part of the Registration Statement or Prospectus under Rule 1105(d) of Regulation AB, the “Preliminary Prospectus”), and (ii) each “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)) listed on Schedule III hereto (as it may be amended with the several Underwriters named approval in Schedule I hereto writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date, it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their old “contracts of sale” (within the "meaning of Rule 159 under the Act). If, following any such termination, the Underwriters", with prior written notice to the Depositor and World Omni, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representatives that correct such material misstatements or omissions (a “Corrected Prospectus”) as follows:and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representatives.
Appears in 1 contract
Sources: Underwriting Agreement (World Omni Auto Receivables Trust 2007-A)
Introductory. The CIT Group Securitization Corporation IIIAdvanta Business Receivables Corp., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to cause Advanta Business Card Master Trust, a Delaware corporation common law trust (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings“Issuer”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ 125,000,000 aggregate principal amount of its ____% Advanta Business Card Master Trust AdvantaSeries Class A(2008-A1) Asset Backed Certificates Notes (the "Certificates"“Class A(2008-A1) Notes” or the “Offered Notes”) and $122,000,000 aggregate principal amount of AdvantaSeries Class A(2008-A2) (the “Class A(2008-A2) Notes” and together with the Class A(2008-A1) Notes, the “Notes”). The Certificates are registered under Issuer is a common law trust formed pursuant to a Trust Agreement, dated as of August 1, 2000 (the registration statement referred “Trust Agreement”) between the Company and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), as amended by Amendment No. 1 to in Section 2(athe Trust Agreement, dated as of May 9, 2006, between the Company and the Owner Trustee. The Notes will be issued pursuant to a Master Indenture, dated as of August 1, 2000 (the “Master Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), as amended by Amendment No. 1 to the Master Indenture, dated as of May 9, 2006, between the Owner Trustee and the Indenture Trustee, as supplemented by the AdvantaSeries Indenture Supplement with respect to the Notes dated as of November 1, 2004 and, with respect to the Notes, as further supplemented by the Class A(2008-A1) Terms Document and the Class A(2008-A2) Terms Document, each dated as of May 16, 2008 (the AdvantaSeries Indenture Supplement, together with such terms document, the “Indenture Supplement” and together with the Master Indenture, the “Indenture”). The assets of the Trust includeIssuer will include Receivables and payments thereon in a portfolio of MasterCard and VISA revolving business purpose credit card accounts originated by Advanta Bank Corp. The Receivables are transferred to the Issuer pursuant to a Transfer and Servicing Agreement, dated as of August 1, 2000 (the “Transfer and Servicing Agreement”), among other thingsthe Company, a pool of mortgage loans Advanta Bank Corp. (“Advanta”), as servicer (in such capacity, the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"“Servicer”), and certain monies received thereunder on or after ___________the Issuer, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant as amended by Amendment No. 1 to the Cash Collateral Agreement to be Transfer and Servicing Agreement, dated as of _______May 9, 199_ (2006, among the "Cash Collateral Agreement") between the TrustCompany, the Trustee, the Master Servicer and [the Issuer. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Receivables transferred to the Trust subsequent to Issuer by the date of issuance of Company are acquired by the Certificates and certain monies received thereunder on or after their respective subsequent cutoff datesCompany from Advanta, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be a Receivables Purchase Agreement, dated as of __________August 1, 199_ 2000 (the "Pooling “Receivables Purchase Agreement”), between the Company and Servicing Agreement") among Advanta. Advanta granted a security interest in the Seller, Receivables to the Indenture Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or for the "Master Servicer"). The Mortgage Loans and other assets benefit of the Trust will be sold by CIT Consumer Finance to the Seller Noteholders pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be letter agreement dated as of _________August 1, 199_ 2000 (the "CITSF Purchase “Security Agreement") ”), between CITSF Advanta and CIT Consumer Financethe Indenture Trustee. The Master Servicer will service the Mortgage Loans Advanta has agreed to provide notices and perform on behalf of the Trust pursuant to Issuer certain other administrative obligations required by the Pooling Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of August 1, 2000 (the “Administration Agreement”), between Advanta, as administrator (in such capacity, the “Administrator”), and the Issuer. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling Transfer and Servicing Agreement. Capitalized , the Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Security Agreement and the Administration Agreement are referred to herein, collectively, as the “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling Transaction Documents. Advanta and Servicing Agreement. The Seller and CIT Consumer Finance the Company hereby agree with the several Underwriters named in underwriters for the Class A(2008-A1) Notes listed on Schedule I A hereto (the "“Underwriters"”) as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Advanta Business Receivables Corp)
Introductory. The CIT Group Securitization Corporation IIIPPL Corporation, a Delaware Pennsylvania corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"“Company”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo JPMorgan Chase Bank, LimitedNational Association, New York Branch] London Branch (the "Cash Collateral Depositor"“JPMorgan Chase”) and the Pooling and Servicing Agreement Barclays Bank PLC (as defined below“Barclays Bank”), additional mortgage loans in their capacity as forward sellers (each a “Forward Counterparty” and collectively the "Subsequent Mortgage Loans;" “Forward Counterparties”), confirm their respective agreements with ▇.▇. ▇▇▇▇▇▇ Securities LLC (“JPM”), Barclays Capital Inc. (“Barclays”) and together with the Initial Mortgage Loans, the "Mortgage Loans"Citigroup Global Markets Inc. (“Citigroup”) secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance each of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I A hereto (collectively, the "“Underwriters"”, which term shall also include any underwriter substituted as hereinafter provided in Section 9 hereof), for whom JPM, Barclays and Citigroup are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Forward Counterparties and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) set forth in Schedule A (the “Borrowed Initial Securities”), (ii) the grant by the Forward Counterparties to the Underwriters, in each case acting severally and not jointly, of the option described in Section 3(b) hereof to purchase all or any part of the additional shares of Common Stock set forth in Schedule A hereto to cover options to purchase additional shares, if any (the “Borrowed Option Securities”). The Borrowed Initial Securities and the Standby Initial Securities (as follows:defined in Section 3 hereof) are herein referred to collectively as the “Initial Securities.” The Borrowed Option Securities and the Standby Option Securities (as defined in Section 3 hereof) are herein referred to collectively as the “Option Securities.” The Standby Initial Securities and the Standby Option Securities are herein referred to collectively as the “Standby Securities.” The Borrowed Initial Securities and the Borrowed Option Securities are herein referred to collectively as the “Borrowed Securities.” The Initial Securities and the Option Securities are referred to herein collectively as the “Securities.”
Appears in 1 contract
Sources: Underwriting Agreement (PPL Corp)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation BanPonce Trust I (the "SellerIssuer") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.), a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan statutory business trust created under the Business Trust 19__-_ Act (the "TrustDelaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Section 3801 et seq.), proposes, subject to the terms and conditions stated herein, to issue and sell $___to the several Underwriters ("Underwriters") ______ principal amount of its ____% Asset Backed Certificates Capital Securities, Liquidation Amount $1,000 per Capital Security (the "CertificatesCapital Securities"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans Capital Securities will be guaranteed by BanPonce Financial Corp. (the "Initial Mortgage LoansCorporation") secured by residential properties financed thereby and BanPonce Corporation (the "Initial Mortgaged PropertiesGuarantor"), and certain monies received thereunder on or after ___________, 199_, amounts deposited to the extent set forth in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement Prospectus (as defined below), additional mortgage loans with respect to distributions and amounts payable upon liquidation or redemption (the "Subsequent Mortgage Loans;" and together with Guarantees"), pursuant to (i) the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby Guarantee Agreement (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged PropertiesGuarantee Agreement"), the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________the Closing Date (as defined below), 199_ executed and delivered by the Corporation and The First National Bank of Chicago, a New York corporation, as trustee (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerGuarantee Trustee"). The Mortgage Loans , and other assets of (ii) the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Guarantee Agreement to be dated as of_________, 199_ (the "Purchase Additional Guarantee Agreement") between CIT Consumer Finance and the Seller), and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of the Closing Date, executed and delivered by the Guarantor and the Guarantee Trustee, each for the benefit of the holders from time to time of the Capital Securities. The proceeds from the sale of the Capital Securities to the Underwriters will be aggregated with the entire proceeds from the sale by the Issuer to the Corporation of the common securities of the Issuer (the "Common Securities") and will be used by the Issuer to purchase the _________, 199_ % Junior Subordinated Deferrable Interest Debentures (the "CITSF Purchase Debentures"), issued by the Corporation and guaranteed (the "Debenture Guarantee") by the Guarantor pursuant to a Guarantee Agreement (the "Debenture Guarantee Agreement") ), to be dated as of the Closing Date, between CITSF the Guarantor and CIT Consumer FinanceThe First National Bank of Chicago, as trustee. The Master Servicer will service Capital Securities and the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Common Securities will be issued pursuant to the Pooling Amended and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have Restated Declaration of Trust of the meanings given them in Issuer, to be dated as of the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto Closing Date (the "UnderwritersDeclaration"), among the Corporation, as Depositor, the Guarantor and the trustees named therein (the "Trustees") and the holders from time to time of the Capital Securities and the Common Securities, which represent undivided beneficial interests in the assets of the Issuer. The Debentures will be issued pursuant to a Junior Subordinated Indenture, to be dated as follows:of the Closing Date (the "Indenture"), among the Guarantor, the Corporation and The First National Bank of Chicago, as trustee (the "Debenture Trustee"). The Capital Securities, the Guarantees, the Debentures and the Debenture Guarantee are collectively referred to herein as the "Securities." This Agreement, the Indenture, the Declaration, the Guarantee Agreement, the Additional Guarantee Agreement, the Debenture Guarantee Agreement and the Expense Agreement (as defined herein) are referred to collectively as the "Operative Documents".
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ 300,000,000 principal amount of its ____% Class A Series 2017-1 Asset Backed Certificates Notes (the "Certificates"“Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the registration statement referred “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to in Section 2(aa Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2017-1 Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”). The Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [Issuer. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (as “originator” for purposes of the "Cash Collateral Depositor") and the Pooling and Servicing Agreement EU Retention Rules (as defined below), additional mortgage loans will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about April 25, 2017, (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to (i) Articles 404-410 of the European Union’s (“EU”) Capital Requirements Regulation ((EU) No. 575/2013) (as supplemented by EU secondary legislation), (ii) Article 17 of the EU’s Alternative Investment Fund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative Investment Fund Managers Regulation ((EU) No. 231/2013), and (iii) Articles 254-257 of the Commission Delegated Regulation ((EU) No. 2015/35) , in each case as in effect on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the "Subsequent Mortgage Loans;" “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and together warranties made about the Receivables, in accordance with the Initial Mortgage LoansAsset Representations Review Agreement, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________September 23, 199_ 2016 (as amended or supplemented from time to time, the "Pooling “Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank in the capacity as RPA Seller and the capacity as Servicer and the Asset Representations Reviewer. The Transfer and Servicing Agreement") among the Seller, the Trustee Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and The CIT Group/Consumer Financethe Asset Representations Review Agreement are referred to herein, Inc., a wholly-owned subsidiary of CITcollectively, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________extent not defined herein, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Funding LLC)
Introductory. The CIT Group Securitization Corporation IIIAFCO Credit Corporation, a Delaware New York corporation ("AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") propose to convey commercial insurance premium finance loans (the "SellerReceivables") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdingsfrom time to time to Mellon Bank, Inc.N.A., a Delaware corporation national banking association organized under the laws of the United States of America (the "CITTransferor") ). The Transferor proposes to cause CIT Home Equity convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in proposes to cause the Pre-Funding Account and Capitalized Interest Account the right Trust to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant sell to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $25,000,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class B Certificates"), in the Trust, the terms of which are described in the Prospectus (as defined below). It is understood that Transferor is currently entering into a Class A Underwriting Agreement dated the date hereof (the "Class A Underwriting Agreement") among the Transferor and the Underwriters named on Schedule I thereto (the "Class A Underwriters") providing for the sale of $440,000,000 aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class A Certificates"). The Class B Certificates and the Class A Certificates are referred to herein collectively as follows:the "Certificates." This Agreement and the Class A Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Receivables will be conveyed by the Originators to the Transferor pursuant to the Receivables Purchase Agreement dated as of December 1, 1996 (the "Receivables Purchase Agreement") between the Originators and the Transferor. The Receivables will be conveyed by the Transferor to the Trust in exchange for the Certificates pursuant to a Pooling and Servicing Agreement, dated as of December 1, 1996 (the "P&S") and the Series 1996-1 Supplement thereto (the "Series Supplement") and together with the P&S, (the "Pooling and Servicing Agreement") dated as of December 1, 1996, each among the Transferor, the Servicer, Premium Financing Specialists, Inc., a Missouri corporation ("PFSI"), as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer (PFSI and PFSIC are collectively referred to as the "Back-up Servicer") and The First National Bank of Chicago, a national banking association, as trustee (the "Trustee"). In addition, the Transferor, Servicer, Trustee, Alpine Securitization Corp., a Delaware Corporation ("Alpine") (the "Collateral Interest Holder") and Credit Suisse as Agent (the "Agent") will enter into a Loan Agreement to be dated as of the Closing Date (the "Loan Agreement") pursuant to which the Collateral Interest Holder will acquire $35,000,000 aggregate initial principal amount of the Collateral Interest (the "Collateral Interest"), which will act as Credit Enhancement for the Certificates. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Mellon Bank Premium Finance Loan Master Trust)
Introductory. The CIT Group Securitization Corporation IIIMellon Bank, N.A., National Association, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation national banking association ("CITMellon") ), proposes to cause CIT Home Equity Mellon Student Loan Trust 19__-_____-__ (the "Trust") to issue and sell $_________ principal amount of its ____% Floating Rate Asset Backed Certificates (the "Certificates") to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Trust was formed, and the Certificates are registered under issued, pursuant to the registration statement referred Trust Agreement, dated as of ____________________, as amended and restated by the Amended and Restated Trust Agreement, dated as of ___________________ (as further amended and supplemented from time to in Section 2(atime, collectively, the "Trust Agreement") between Mellon, as depositor and ____________________, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, a pool two pools of mortgage graduate and undergraduate student loans (collectively, the "Initial Mortgage Financed Student Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received due thereunder on or and after _________________ with respect to certain of the Initial Financed Student Loans, 199and _, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _____________________, 199_ with respect to certain other Initial Financed Student Loans (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loanscollectively, the "Mortgage LoansCutoff Date") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the ). Such Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Financed Student Loans were sold to the Trust subsequent to the date of issuance Eligible Lender Trustee on behalf of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and Trust by the other property and the proceeds thereof to be conveyed to the Trust Seller pursuant to the Pooling Sale and Servicing Agreement to be Agreement, dated as of __________, 199_________ (as amended and supplemented from time to time, the "Pooling Sale and Servicing Agreement") among the Seller), among, the Trustee and The CIT Group/Consumer FinanceTrust, Inc.the Eligible Lender Trustee, a wholly-owned subsidiary of CITMellon, as Master Servicer master servicer ("CIT Consumer Finance" or in such capacity, the "Master Servicer"), Mellon, as seller (in such capacity, the "Seller"), and Mellon as administrator (in such capacity, the "Administrator"). The Mortgage Master Servicer has also entered into two certain sub-servicing agreements to have the Financed Student Loans and other assets sub-serviced with each of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of__________________________________, 199______________________________ ("________" and, in its capacity as a sub-servicer, "Sub-Servicer") and _________________________________, ________________________ ("________" or a "Sub-Servicer"). After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans identified in the Sale and Servicing Agreement on or prior to ______________ (the "Purchase AgreementSubsequent Pool Student Loans") between CIT Consumer Finance and on or prior to the Sellerend of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, and finally the "Financed Student Loans") using amounts in certain accounts owned by the Seller to Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Sale and Servicing Administration Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of ______________ (as amended and supplemented from time to time, 199_ the "Administration Agreement"), among the Indenture Trustee, the Trust and the Administrator. The Trust will also be a party to that certain cap agreement (the "CITSF Purchase Cap Agreement") between CITSF the Trust and CIT Consumer FinanceMellon, as cap provider (in such capacity, the "Cap Provider"), whereunder the Certificateholders will be entitled, subject to the limitations of the Cap Agreement, to receive payments from the Cap Provider in the amount of any Certificateholders' Interest Index Carryover for the Certificates and the Cap Provider will receive reimbursement for such payments on subsequent Distribution Dates, but only to the extent funds are available therefor on a subordinated basis. The Master Servicer will service Sale and Servicing Agreement, the Mortgage Loans on behalf Indenture (as defined below), the Trust Agreement, the Administration Agreement and the Cap Agreement are referred to herein as the "Basic Documents." Simultaneously with the issuance and sale of the Trust Certificates as contemplated herein, pursuant to the Pooling Indenture (the "Indenture"), dated as of ________________, between the Trust and Servicing Agreement_________________, as indenture trustee (the "Indenture Trustee"), the Trust will issue $______________ principal amount of its Floating Rate Class ___ Asset Backed Notes (the "Class ___ Notes"), $_____________ principal amount of its Floating Rate Class ___ Asset Backed Notes (the "Class ___ Notes" and together with the Class ___ Notes, the "Class __ Notes"), and $_____________ principal amount of its Floating Rate Class __ Asset Backed Notes (the "___________" and, with the Class __ Notes, the "Notes"). The Certificates, each representing a fractional undivided interest in the Trust, Notes will be issued sold pursuant to an underwriting agreement dated the Pooling date hereof (the "Note Underwriting Agreement") between the Seller and Servicing Agreementthe Representative. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Appendix A attached hereto.
Appears in 1 contract
Sources: Certificate Underwriting Agreement (Mellon Bank N A)
Introductory. The CIT Group Securitization Corporation IIIassets of the Trust will include, among other things, a Delaware corporation pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "SellerReceivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies received thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be transferred to the Trust and serviced by the Bank, as Servicer, or by a wholly-owned limited-purpose finance subsidiary successor Servicer. The Original Pool Balance of The CIT Group Holdingsthe Receivables as of the close of business on __________, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-199_ (the "TrustCut-off Date") was equal to issue and sell $________________. The Notes will be issued pursuant to the Indenture to be dated as of __________, 199_ (as amended and supplemented from time to time, the "Indenture"), between the Trust and ______________________ _______, ____________________, as indenture trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $_____________ aggregate principal amount of its _____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Amended and Restated Trust Agreement to be dated as of __________, 199_ (as amended and supplemented from time to time, the "Cash Collateral Trust Agreement"), between the Bank and ________________________, as owner trustee (the "Owner Trustee"), each representing a fractional undivided ownership interest in the Trust[, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement" and, together with this Agreement, the "Underwriting Agreements") between the Trust, the Trustee, the Master Servicer Bank and [________] [to the Bank]. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (Notes and the Certificates are sometimes referred to collectively herein as the "Cash Collateral DepositorSecurities") . Capitalized terms used and not otherwise defined herein shall have the Pooling and Servicing Agreement (as defined below), additional mortgage loans (meanings assigned to such terms in the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling Sale and Servicing Agreement to be dated as of __________, 199_ (as amended and supplemented from time to time, the "Pooling Sale and Servicing Agreement") among ), between the Seller, Trust and the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITBank, as Master Servicer ("CIT Consumer Finance" or Seller and Servicer. This is to confirm the "Master Servicer"). The Mortgage Loans and other assets agreement concerning the purchase of the Trust will be sold by CIT Consumer Finance to Notes from the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally Bank by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters underwriters named in Schedule I hereto (the "Underwriters") ), for whom Chase Securities Inc. is acting as follows:representative (the "Representative").
Appears in 1 contract
Sources: Underwriting Agreement (Chase Manhattan Bank Usa National Association)
Introductory. The CIT Group Securitization Corporation IIIConn’s Receivables Funding 2015-A, a Delaware corporation LLC (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT"“Issuer”) proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ 952,100,000 aggregate principal amount of its ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2015-A (the "Certificates"“Class A Notes”) and $165,900,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2015-A (the “Class B Notes” and, together with the Class A Notes, the “Purchased Notes”) to you as initial purchaser (the “Initial Purchaser”). The Certificates are registered under Purchased Notes and the registration statement referred Asset Backed Class R Notes, Series 2015-A (the “Class R Notes” and, together with the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of September 10, 2015 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of September 10, 2015 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in Section 2(asuch capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in Conn’s Receivables 2015-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of September 10, 2015 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust include, among other things, a pool will consist primarily of mortgage loans certain retail installment sales contracts (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”) and Conn Credit Corporation, Inc. (“CCC”), which were previously conveyed to Conn Credit I, L.P. (the "Initial Mortgaged Properties"), “Seller”) and certain monies received thereunder on or after ___________, 199_, amounts deposited in related rights. The Receivables Trust Certificate will be sold to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement terms of a Purchase and Sale Agreement, to be dated as of _______September 10, 199_ 2015 (the "Cash Collateral “Purchase and Sale Agreement") ”), between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Depositor and the Pooling and Servicing Agreement Issuer. The Receivables will be sold (as defined below), additional mortgage loans (i) by the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Seller to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust Depositor pursuant to the Pooling and Servicing Agreement a Receivables Purchase Agreement, to be dated as of __________September 10, 199_ 2015 (the "Pooling “First Receivables Purchase Agreement”), between the Seller and Servicing Agreement"the Depositor, and (ii) among by the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Depositor to the Seller Receivables Trust pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Receivables Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________September 10, 199_ 2015 (the "CITSF “Second Receivables Purchase Agreement") ”), between CITSF the Depositor and CIT Consumer Financethe Receivables Trust. The Master Servicer Receivables will service be serviced for the Mortgage Loans on behalf of Receivables Trust by Conn Appliances, Inc. (“Conn Appliances” or the Trust “Servicer”) pursuant to the Pooling and terms of a Servicing Agreement. The Certificates, each representing a fractional undivided interest in to be dated as of September 10, 2015 (the “Servicing Agreement”), among the Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will be issued act as the back-up servicer of the Receivables pursuant to the Pooling and terms of a Back-Up Servicing Agreement, to be dated as of September 10, 2015 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Receivables Trust, Conn Appliances, CCC and the Seller will also enter into an Intercreditor Agreement, dated as of September 10, 2015 (the “Intercreditor Agreement”), with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used herein and but not otherwise defined herein shall have the meanings given them set forth in the Pooling Indenture. The Initial Purchaser, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that (i) the “Closing Date” shall be September 10, 2015, at 2:30 p.m., New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchaser and the Depositor) and (ii) the “End Date” shall be the date on which the Initial Purchaser shall have completed the sale of the Purchased Notes in accordance with the terms of this Agreement but shall be a date not later than December 31, 2015. The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchaser. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. The Seller Prior to the Closing Date, the Issuer had prepared (i) the Preliminary Offering Memorandum (Subject to Completion), dated August 31, 2015 (the “Preliminary Offering Memorandum”), (ii) the Confidential Preliminary Term Sheet, dated August 18, 2015 (the “Term Sheet”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data files entitled “Conn's Strats and CIT Consumer Finance hereby agree Static Performance,” “Conn’s updated strats,” “Conn's 15-1 Updated base case output,” “Net Yield experience” and “CN dq analysis v2” (collectively, the “Data Files”), and (v) the Conn’s 2015-A Investor Presentation, dated August 2015 (the “Marketing Presentation” and, collectively with the several Underwriters named Preliminary Offering Memorandum, the CDI Data, the Data Files and the Term Sheet, the “Time of Sale Information”). Any reference in Schedule I hereto (this Agreement to the "Underwriters") Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as follows:of the date of the Preliminary Offering
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. The CIT Group Securitization Corporation IIIDuke Energy Capital Trust [ ], a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ statutory business trust (the "Trust") ), and Duke Energy Corporation, a North Carolina corporation (the "Corporation"), propose, subject to the terms and conditions stated herein, that the Trust issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I A hereto (the "Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the Trust (the "Preferred Securities"), guaranteed by the Corporation as follows:to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) (the "Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series % Junior Subordinated Notes due , (the "Notes") to be issued by the Corporation. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of , (the "Trust Agreement"), among the Corporation, as Depositor, and the trustees named therein, including The Chase Manhattan Bank, as property trustee (the "Property Trustee"), and Chase Manhattan Bank Delaware, as Delaware trustee (the "Delaware Trustee"). The Notes will be issued pursuant to a Subordinated Indenture, dated as of December 1, 1997 (the "Original Indenture"), between the Corporation and The Chase Manhattan Bank, as Trustee (the "Indenture Trustee"), as supplemented and as to be supplemented by a supplemental indenture, to be dated as of , (the "Supplemental Indenture" and, together with the Original Indenture as theretofore amended and supplemented, the "Indenture"). The Trust Agreement, the Guarantee and the Indenture are sometimes collectively referred to herein as the "Corporation Agreements."
Appears in 1 contract
Sources: Underwriting Agreement (Duke Energy Capital Trust V)
Introductory. The CIT Group Securitization Corporation IIICapitol Bancorp Ltd., a Delaware Michigan corporation (the "SellerCompany") ), and a wholly-owned limited-purpose finance its financing subsidiary of The CIT Group Holdings, Inc.Capitol Trust I, a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ business trust (the "Trust," and hereinafter together with the Company the ") to Offerors"), propose that the Trust issue and sell $2,200,000 of the Trust's _________ principal % Cumulative Trust Preferred Securities with a liquidation amount of its ____% Asset Backed Certificates ($10.00 per preferred security representing undivided beneficial interests in the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage LoansPreferred Securities"), to be issued under the Trust Agreement (as hereinafter defined), the terms of which are more fully described in the Prospectus (as hereinafter defined) secured by residential properties financed thereby to Robe▇▇ ▇. ▇▇▇▇▇ & ▇o. Incorporated, Stif▇▇, ▇▇▇▇▇▇▇▇ & ▇ompany Incorporated and Howe ▇▇▇n▇▇ ▇▇▇estments, Inc. (the "Initial Mortgaged PropertiesUnderwriters"), who are acting severally and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right not jointly. The aforementioned Preferred Securities to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant be sold to the Cash Collateral Agreement Underwriters are herein called "Firm Preferred Securities." In addition, the Offerors have agreed to be dated as of _______, 199_ grant to the Underwriters an option to purchase up to 330,000 additional Preferred Securities (the "Cash Collateral AgreementOption Preferred Securities") between as provided in section 5(c) hereof. The Firm Preferred Securities and, to the Trustextent such option is exercised, the Option Preferred Securities are hereinafter collectively referred to as the "Designated Preferred Securities." The Offerors propose that the Trust issue the Designated Preferred Securities pursuant to an Amended and Restated Trust Agreement among The First National Bank of Chicago, as Property Trustee, First Chicago Delaware, Inc., as Delaware Trustee, the Master Servicer Administrative Trustee named therein, and [the Company in substantially the form previously delivered to the Underwriters. This trust agreement is referred to in this Agreement as the "Trust Agreement." The Dai-Ichi Kangyo BankCompany will purchase from the Trust its common securities ("Common Securities"). In connection with the issuance of the Designated Preferred Securities, Limited, New York Branch] the Company proposes (i) to issue its Subordinated Debentures (the "Cash Collateral DepositorDebentures") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be an Indenture, dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of___________________________, 199_ 1997, between the Company and The First National Bank of Chicago as Indenture Trustee (the "Purchase AgreementIndenture") between CIT Consumer Finance and (ii) to guarantee the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") Designated Preferred Securities pursuant to a Mortgage Loan Purchase Guarantee Agreement, dated as of ___ _________________________________, 1997, between the Company and The First National Bank of Chicago, as Guarantee Trustee (the 2 "Guarantee"), to the extent described in the Guarantee. Pursuant to an Agreement as to be Expenses and Liabilities, dated as of __________________ __________________, 199_ 1997, between the Company and the Trust (the "CITSF Purchase Expense Agreement") between CITSF ), the Company has guaranteed payment of all of the Trust's costs, expenses and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf liabilities other than obligations of the Trust to pay holders of the Designated Preferred Securities amounts due such holders pursuant to the Pooling and Servicing Agreementterms of the Designated Preferred Securities. The CertificatesTrust Agreement, each representing a fractional undivided interest the Indenture, Guarantee, Expense Agreement and this Agreement are collectively referred to in this Agreement as the Trust, will be issued pursuant to the Pooling and Servicing Agreement. "Operative Documents." Capitalized terms used herein and not otherwise defined shall in this Agreement without definition have the respective meanings given them specified in the Pooling and Servicing AgreementProspectus (as hereinafter defined). The Seller Underwriters have advised the Offerors that the Underwriters propose to make a public offering of their respective portion of the Designated Preferred Securities as soon hereafter as in their judgment is advisable and CIT Consumer Finance that the public offering price of the Designated Preferred Securities initially will be $10.00 per security. The Offerors hereby agree confirm their agreements with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIMellon Bank, N.A., a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation national banking association ("CITMellon") ), proposes to cause CIT Home Equity Mellon Student Loan Trust 19__-____-_ (the "Trust") to issue and sell $____________ principal amount of its Floating Rate Class ___ Asset Backed Notes (the "Class ___ Notes"), and $____% _____ principal amount of its Floating Rate Class __ Asset Backed Certificates Notes (the "CertificatesClass __ Notes" and together with the Class ___ Notes, (the "Notes"), to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are acting as representative. The Certificates are registered under Trust was formed pursuant to the registration statement referred Trust Agreement, dated as of __________, ____, as amended and restated by the Amended and Restated Trust Agreement, dated as of __________, ____ (as further amended and supplemented from time to in Section 2(atime, collectively, the "Trust Agreement") between Mellon, as depositor and ________________, as Eligible Lender Trustee (the "Eligible Lender Trustee"). The assets of the Trust include, among other things, a pool two pools of mortgage graduate and undergraduate student loans (collectively, the "Initial Mortgage Financed Student Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received due thereunder on or and after __________, ____, 199with respect to certain of the Initial Financed Student Loans, and __________, amounts deposited in ____, with respect to certain other Initial Financed Student Loans (collectively, the Pre-Funding Account and Capitalized Interest Account "Cutoff Date"). Such Initial Financed Student Loans were sold to the right to receive payments under certain circumstances from funds deposited in Eligible Lender Trustee on behalf of the Cash Collateral Account Trust by the Seller pursuant to the Cash Collateral Agreement to be Sale and Servicing Agreement, dated as of __________, 199_ ____, (as amended and supplemented from time to time, the "Cash Collateral Sale and Servicing Agreement") between ), among, the Trust, the Eligible Lender Trustee, Mellon, as master servicer (in such capacity, the "Master Servicer"), Mellon, as seller (in such capacity, the "Seller"), and Mellon, as administrator (in such capacity, the "Administrator"). The Master Servicer and [The Daihas also entered into two certain sub-Ichi Kangyo Bankservicing agreements to have the Financed Student Loans sub-serviced with each of __________________ ______________________ ("_____" and, Limitedin its capacity as a sub-servicer, New York Branch] (the a "Cash Collateral DepositorSub-Servicer") and the Pooling and Servicing Agreement ________________________________________ (as defined below"_____" or a "Sub-Servicer"), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to . The Notes will be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust issued pursuant to the Pooling and Servicing Agreement Indenture to be dated as of __________, 199____ (as amended and supplemented from time to time, the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerIndenture"). The Mortgage Loans and other assets of , between the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as ofand ________________, 199a ____________ banking corporation (the "Indenture Trustee"). After the Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, will acquire certain additional student loans, identified in the Sale and Servicing Agreement on or prior to __________, ____ (the "Purchase AgreementSubsequent Pool Student Loans") between CIT Consumer Finance and on or prior to the Sellerend of the Funding Period (the "Other Subsequent Student Loans"; and together with the Subsequent Pool Student Loans and Initial Financed Student Loans, and finally the "Financed Student Loans") using amounts in certain accounts owned by the Seller to Trust which have been set aside for such purpose. In addition, the Administrator will perform certain administrative duties on behalf of the Trust pursuant to the Sale and Servicing Administration Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of __________, 199____ (as amended and supplemented from time to time, the "Administration Agreement"), among the Indenture Trustee, the Trust and the Administrator. The Sale and Servicing Agreement, the Indenture, the Trust Agreement and, the Administration Agreement are referred to herein as the "Basic Documents." Simultaneously with the issuance and sale of the Notes as contemplated herein, and pursuant to the Trust Agreement, the Trust will issue $_____________ principal amount of its Floating Rate Asset Backed Certificates (the "CITSF Purchase AgreementCertificates") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates), each representing a fractional undivided ownership interest in the Trust, which will be issued sold pursuant to an underwriting agreement dated the Pooling date hereof (the "Certificate Underwriting Agreement") between the Seller and Servicing Agreementthe Representative. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Appendix A attached hereto.
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ 300,000,000 principal amount of its ____% Class A Series 2017-2 Asset Backed Certificates Notes (the "Certificates"“Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the registration statement referred “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to in Section 2(aa Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”). The Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [Issuer. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (as “originator” for purposes of the "Cash Collateral Depositor") and the Pooling and Servicing Agreement EU Retention Rules (as defined below), additional mortgage loans will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date, (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to (i) Articles 404-410 of the European Union’s (“EU”) Capital Requirements Regulation ((EU) No. 575/2013) (as supplemented by EU secondary legislation), (ii) Article 17 of the EU’s Alternative Investment Fund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative Investment Fund Managers Regulation ((EU) No. 231/2013), and (iii) Articles 254-257 of the Commission Delegated Regulation ((EU) No. 2015/35) , in each case as in effect on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the "Subsequent Mortgage Loans;" “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and together warranties made about the Receivables, in accordance with the Initial Mortgage LoansAsset Representations Review Agreement, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________September 23, 199_ 2016 (as amended or supplemented from time to time, the "Pooling “Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank in the capacity as RPA Seller and the capacity as Servicer and the Asset Representations Reviewer. The Transfer and Servicing Agreement") among the Seller, the Trustee Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and The CIT Group/Consumer Financethe Asset Representations Review Agreement are referred to herein, Inc., a wholly-owned subsidiary of CITcollectively, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________extent not defined herein, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Funding LLC)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation FNANB Credit Card Master Note Trust (the "SellerNote Trust") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc.issues, a Delaware corporation ("CIT") proposes from time to cause CIT Home Equity Loan Trust 19__-_ time, asset backed securities (the "TrustNotes") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates in one or more series (the each, a "CertificatesSeries"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets property of the Trust include, among other things, will consist of a pool of mortgage loans collateral certificate representing an interest in the FNANB Credit Card Master Trust (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Certificate Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets property of the Certificate Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ includes receivables (the "Purchase AgreementReceivables") between CIT Consumer Finance generated from time to time in a portfolio of credit card accounts (the "Accounts"), collections thereon and certain related property (collectively, the Seller, and finally by the Seller "Trust Property") conveyed to the Certificate Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales FinancingDC Funding International, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase AgreementTransferor") between CITSF and CIT Consumer Finance). The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant Notes to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, which this agreement applies will be issued pursuant to the Pooling Master Indenture, to dated as of July 1, 2002 (as amended, supplemented or otherwise modified from time to time, the "Master Indenture"), between the Note Trust and Servicing AgreementJPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), as supplemented by an indenture supplement relating to each series of such Notes (each, an "Indenture Supplement" and together with the Master Indenture, the "Indenture"). Capitalized To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them specified in the Pooling Master Indenture and Servicing the applicable Indenture Supplement. Each offering of the Notes to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representatives or through an underwriting syndicate managed by you. Whenever the Transferor determines to make such an offering of Notes to which this Agreement shall apply, it will enter into an agreement (a "Terms Agreement. The Seller ") providing for the sale of such Notes to, and CIT Consumer Finance hereby the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute such Terms Agreement and agree with thereby to become obligated to purchase Notes from the several Underwriters named Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in Schedule I hereto (each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Notes offered pursuant to the Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of the Notes of each Series and Class of the Notes to be issued and their terms not otherwise specified in this Agreement, the price at which such Notes are to be purchased by the Underwriters from the Transferor, the aggregate amount of Notes to be purchased by you 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 Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Transferor. Each such offering of the Notes for which a Terms Agreement is entered into will be governed by this Agreement, as follows:supplemented by such Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Fnanb Credit Card Master Trust)
Introductory. The CIT Group Securitization Corporation IIICenveo Corporation, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings“Company”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell to the several Initial Purchasers named in Schedule A(i) (the “Senior Initial Purchasers”) and Schedule A(ii) hereto (the “Junior Initial Purchasers” and, together with the Senior Initial Purchasers, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A(i) of $_________ 540,000,000 aggregate principal amount of its ____the Company’s 6.000% Asset Backed Certificates Senior Priority Secured Notes due 2019 (the "Certificates"“Senior Priority Notes”) and the respective amounts set forth in such Schedule A(ii) of $250,000,000 aggregate principal amount of the Company’s 8.500% Junior Priority Secured Notes due 2022 (the “Junior Priority Notes”, and together with the Senior Priority Notes, the “Notes” and each a “Series” of Notes), respectively. J.▇. ▇▇▇▇▇▇ Securities LLC has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes. The Certificates are registered under the registration statement referred Senior Priority Notes will be issued pursuant to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans an indenture (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"“Senior Priority Indenture”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement Closing Date (as defined below), additional mortgage loans among the Company, the Guarantors (as defined below) and W▇▇▇▇ Fargo Bank, National Association, as trustee (the "Subsequent Mortgage Loans;" “Senior Trustee”). The Junior Priority Notes will be issued pursuant to an indenture (the “Junior Priority Indenture”, and together with the Initial Mortgage LoansSenior Priority Indenture, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties“Indentures”), the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________the Closing Date, 199_ among the Company, the Guarantors and W▇▇▇▇ Fargo Bank, National Association, as trustee (the "Pooling “Junior Trustee” , and Servicing together with the Senior Trustee, the Trustees”). The Securities (as defined below) will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a blanket letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement") ”), among the SellerCompany, the Trustee and the Depositary. The CIT Group/Consumer Financepayment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed, jointly and severally, by (i) Cenveo, Inc., a wholly-owned subsidiary Colorado corporation (“Holdings”), and each of CITthe guarantors named in Schedule B hereto and (ii) any North American Subsidiary (as defined in the Pricing Disclosure Package) formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indentures, as Master Servicer and their respective successors and assigns ("CIT Consumer Finance" or collectively, the "Master Servicer"“Guarantors”), pursuant to their guarantees (the “Guarantees”). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance Senior Priority Notes and the Seller, related Guarantees attached thereto are herein collectively referred to as the “Senior Priority Securities” and finally by the Seller Junior Priority Notes and the related Guarantees attached thereto are herein collectively referred to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:the
Appears in 1 contract
Sources: Purchase Agreement (Cenveo, Inc)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group HoldingsNeiman Marcus Group, Inc., a Delaware corporation ("CITNMG") proposes and Bergdorf Goodman, Inc., a New York corporation ("Bergdorf Goo▇▇▇▇") propose to cause CIT Home Equity Loan sell, transfer and convey recei▇▇▇▇▇▇ (the "Receivables") generated by a portfolio of certain consumer revolving credit card accounts and non-card installment accounts and other rights to Neiman Marcus Funding Corporation, a Delaware corporation and a wholly owned subsidiary of NMG (the "Seller"). The Seller from time to time will transfer and convey the Receivables to the Neiman Marcus Group Credit Card Master Trust 19__-_ (the "Trust") ), and the Seller proposes to issue cause the Trust to sell to Deutsche Bank Securities Inc. and sell $_________ principal amount of its ____% Asset Backed Certificates Chase Securities Inc. (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), for whom you are acting as a representative (the "CertificatesRepresentative"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things$225,000,000 Class A Floating Rate Asset Backed Certificates, a pool of mortgage loans Series 2000-1 (the "Initial Mortgage LoansClass A Certificates") secured in the Trust. The Receivables will be conveyed to the Seller (i) by residential properties financed thereby NMG pursuant to the Receivables Purchase Agreement, dated as of March 1, 1995 and as amended and restated as of July 3, 2000 (the "Initial Mortgaged PropertiesNMG Receivables Purchase Agreement"), between NMG and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account Seller and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account (ii) by Bergdorf Goodman pursuant to the Cash Collateral Agreement to be dated Receivables Purchase Agreeme▇▇, ▇▇▇ed as of _______July 3, 199_ 2000 (the "Cash Collateral Bergdorf Receivables Purchase Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage LoansNMG Receivables Purchase Agreement, the "Mortgage LoansReceivables Purchase Agreements") secured by residential properties financed thereby (between Bergdorf Goodman and the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff datesSeller, and the other property and the proceeds thereof to will be conveyed transferred from ▇▇▇ ▇▇ller to the Trust pursuant to (i) the amended and restated Pooling and Servicing Agreement to be Agreement, dated as of __________July 3, 199_ 2000 (the "Pooling and Servicing Agreement") ), among the SellerNMG, the Trustee Seller and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary Bank of CITNew York, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ trustee (the "Purchase AgreementTrustee") between CIT Consumer Finance and the Seller), and finally by (ii) the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant Series 2000-1 Supplement to the Pooling and Servicing Agreement, dated on or about July 21, 2000 (the "Supplement"), among NMG, the Seller and the Trustee. The Class A Certificates, each representing a fractional undivided interest in together with the TrustClass B and Class C Certificates and the Seller Certificate that will initially be retained by the Seller, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein Agreement and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Supplement.
Appears in 1 contract
Sources: Class a Purchase Agreement (Neiman Marcus Group Inc)
Introductory. The CIT Group Securitization Corporation IIIConn’s Receivables Funding 2016-A, a Delaware corporation LLC (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT"“Issuer”) proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ 432,030,000 aggregate principal amount of its ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2016-A (the "Certificates"“Class A Notes”) and $70,510,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2016-A (the “Class B Notes” and, together with the Class A Notes, the “Purchased Notes”) to you as initial purchasers (the “Initial Purchasers”). The Certificates are registered under Purchased Notes, together with $70,510,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2016-A (the registration statement referred “Class C Notes”) and the Asset Backed Class R Notes, Series 2016-A (the “Class R Notes” and, collectively with the Purchased Notes and the Class C Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of March 17, 2016 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of March 17, 2016 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in Section 2(asuch capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2016-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of March 17, 2016 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust include, among other things, a pool will consist primarily of mortgage loans certain retail installment sales contracts (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, L.P. (the "Initial Mortgaged Properties"), “Seller”) and certain monies received thereunder on or after ___________, 199_, amounts deposited in related rights. The Receivables Trust Certificate will be sold to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement terms of a Purchase and Sale Agreement, to be dated as of _______March 17, 199_ 2016 (the "Cash Collateral “Purchase and Sale Agreement") ”), between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Depositor and the Pooling Issuer. The Class C Notes and Servicing Agreement the Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (as defined below), additional mortgage loans (i) by the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Seller to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust Depositor pursuant to the Pooling and Servicing Agreement a Receivables Purchase Agreement, to be dated as of __________March 17, 199_ 2016 (the "Pooling “First Receivables Purchase Agreement”), between the Seller and Servicing Agreement"the Depositor, and (ii) among by the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Depositor to the Seller Receivables Trust pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Receivables Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________March 17, 199_ 2016 (the "CITSF “Second Receivables Purchase Agreement") ”), between CITSF the Depositor and CIT Consumer Financethe Receivables Trust. The Master Servicer Receivables will service be serviced for the Mortgage Loans on behalf of the Receivables Trust by Conn Appliances pursuant to the Pooling and terms of a Servicing Agreement. The Certificates, each representing a fractional undivided interest in to be dated as of March 17, 2016 (the “Servicing Agreement”), among the Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will be issued act as the back-up servicer of the Receivables pursuant to the Pooling and terms of a Back-Up Servicing Agreement, to be dated as of March 17, 2016 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2015-A Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will also enter into an Intercreditor Agreement, to be dated as of March 17, 2016 (the “Intercreditor Agreement”), with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used herein and but not otherwise defined herein shall have the meanings given them set forth in the Pooling Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be March 17, 2016, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to 4:15 p.m. New York City time on March 11, 2016 (i.e., the date and time the first Contract of Sale (as defined below) for the Purchased Notes (the “Time of Sale”) was entered into, as designated by the Initial Purchasers), the Issuer had prepared (i) the Preliminary Offering Memorandum (subject to completion), dated February 29, 2016, as supplemented by the Supplement (subject to completion), dated March 7, 2016, to the Preliminary Offering Memorandum (subject to completion) (together, the “Preliminary Offering Memorandum”), (ii) the Conn’s, Inc. ABS Investor Presentation, dated February 2016 (the “Non-Deal Road Show”), (iii) the CONN 2016-A ABS Investor Presentation, dated February 2016 (the “Deal Road Show”), (iv) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (v) the data file entitled “CSFCONN_2016A.sss” (the “Data File”), (vi) the Microsoft Excel file entitled “CONN16A static pool appendix.xlsx” (the “Static Pool File”) and (vii) the Microsoft Excel file entitled “Conn 2016-A_MSA Overview.xlsx” (the “MSA Overview File” and, collectively with the Preliminary Offering Memorandum, the Non-Deal Road Show, the Deal Road Show, the CDI Data, the Data File and the Static Pool File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the date of the Supplement (in the case of the Preliminary Offering Memorandum) or as of the date of the Offering Memorandum (in the case of the Offering Memorandum). If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole (including or excluding, as applicable, (i) the Non-Deal Road Show delivered to or accessed by certain prospective investors, and (ii) the MSA Overview delivered or not delivered, as the case may be, to prospective investors upon their individual request), included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Seller Depositor will prepare and CIT Consumer Finance deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the several Underwriters named offering and resale of the Purchased Notes by the Initial Purchasers in Schedule I hereto (accordance with the "Underwriters") as follows:terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan PP&L Capital Trust 19__-_ II (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates ), a statutory business trust organized under the Business Trust Act (the "CertificatesDelaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. (S)(S) 3801 et -- seq.), and Pennsylvania Power & Light Company, a Pennsylvania corporation (the --- "Company" and, together with the Trust, the "Offerors"), confirm their agreement (the "Agreement") with ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ("▇▇▇▇▇▇▇ ▇▇▇▇▇"), ----------------------- /SM/ "Trust Originated Preferred Securities" and "TOPrS" are service marks of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
▇. ▇. ▇▇▇▇▇▇▇ & Sons, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Incorporated, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, PaineWebber Incorporated and Prudential Securities Incorporated and the other underwriters named in Schedule A hereto (collectively the "Underwriters" which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to the sale by the Trust and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of Trust Originated Preferred Securities (Liquidation Amount of $25 per Preferred Security) of the Trust ("Preferred Securities") set forth in Schedule A hereto. The Preferred Securities will be fully, irrevocably and unconditionally guaranteed by the Company as and to the extent described in the Prospectus (the "Guarantee") pursuant to the Guarantee Agreement (the "Guarantee Agreement"), dated as of June , 1997, between the Company and The Chase Manhattan Bank, as trustee (the "Guarantee Trustee"). The Certificates Preferred Securities and the related Guarantee are registered under the registration statement referred to herein as the "Securities". Certain terms of the Securities are set forth in Section 2(a)Schedule B hereto. The assets Offerors understand that the Underwriters propose to make a public offering of the Securities. The entire proceeds from the sale of the Securities will be combined with the entire proceeds from the sale by the Trust include, among other things, a pool to the Company of mortgage loans its common securities (the "Initial Mortgage LoansCommon Securities") secured ), as guaranteed by residential properties financed thereby the Company as and to the extent set forth in the Prospectus pursuant to the Guarantee Agreement, and will be used by the Trust to purchase junior subordinated deferrable interest debentures (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral AgreementJunior Subordinated Debentures") between issued by the Trust, the Trustee, the Master Servicer and [Company. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Preferred Securities and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Common Securities will be issued pursuant to the Pooling Amended and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have Restated Trust Agreement of the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto Trust, dated as of June , 1997 (the "UnderwritersTrust Agreement"), among the Company, as Depositor, ▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇, as administrative trustees (each of whom is an employee of the Company) (the "Administrative Trustees"), The Chase Manhattan Bank, as property trustee (the "Property Trustee"), and Chase Manhattan Bank Delaware, as Delaware trustee (the "Delaware Trustee" and, together with the Administrative Trustees and the Property Trustees, the "Trustees"). The Junior Subordinated Debentures will be issued pursuant to an indenture, dated as of April 1, 1997 (the "Indenture"), between the Company and The Chase Manhattan Bank, as trustee (the "Indenture Trustee"). In connection with the foregoing, the Offerors have filed with the Securities and Exchange Commission (the "Commission") as follows:a registration statement on Form S-3 (No. 333-27773) for the registration under the Securities
Appears in 1 contract
Sources: Underwriting Agreement (Pennsylvania Power & Light Co /Pa)
Introductory. The CIT Group Securitization Corporation IIIConn’s Receivables Funding 2020-A, a Delaware corporation LLC (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT"“Issuer”) proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ 174,900,000 aggregate principal amount of its ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2020-A (the "Certificates"“Class A Notes”) and $65,200,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2020-A (the “Class B Notes” and, together with the Class A Notes, the “Purchased Notes” or the “Offered Series 2020-A Notes”) to you as initial purchasers (the “Initial Purchasers”). The Certificates are registered under Purchased Notes, together with $62,900,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2020-A (the registration statement referred “Class C Notes”) and the Asset Backed Class R Notes, Series 2020-A (the “Class R Notes” and, collectively with the Class C Notes and the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of October 16, 2020 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of October 16, 2020 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and W▇▇▇▇ Fargo Bank, National Association, as trustee (in Section 2(asuch capacity, the “Trustee”). Conn’s 2020-A: Note Purchase Agreement The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2020-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of October 16, 2020 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust include, among other things, a pool will consist primarily of mortgage certain retail installment sales contracts and installment loans (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, LP (the "Initial Mortgaged Properties"), “Seller”) and certain monies received thereunder on or after ___________, 199_, amounts deposited in related rights. The Receivables Trust Certificate will be sold to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement terms of a Purchase and Sale Agreement, to be dated as of _______October 16, 199_ 2020 (the "Cash Collateral “Purchase and Sale Agreement") ”), between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Depositor and the Pooling Issuer. The Class C Notes and Servicing Agreement the Class R Notes will be retained by the Depositor on the Closing Date (as defined below), additional mortgage loans . The Receivables will be sold (i) by the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Seller to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust Depositor pursuant to the Pooling and Servicing Agreement a First Receivables Purchase Agreement, to be dated as of __________October 16, 199_ 2020 (the "Pooling “First Receivables Purchase Agreement”), between the Seller and Servicing Agreement"the Depositor, and (ii) among by the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Depositor to the Seller Receivables Trust pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Second Receivables Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________October 16, 199_ 2020 (the "CITSF “Second Receivables Purchase Agreement") ”), between CITSF the Depositor and CIT Consumer Financethe Receivables Trust. The Master Servicer Receivables will service be serviced for the Mortgage Loans on behalf of the Receivables Trust by Conn Appliances pursuant to the Pooling and terms of a Servicing Agreement. The Certificates, each representing a fractional undivided interest in to be dated as of October 16, 2020 (the “Servicing Agreement”), among the Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will be issued act as the back-up servicer of the Receivables pursuant to the Pooling and terms of a Back-Up Servicing Agreement, to be dated as of October 16, 2020 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2018-A Trust, the Conn’s Receivables 2019-A Trust, the Conn’s Receivables 2019-B Trust, the Receivables Trust, Conn’s Receivables Warehouse Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will also enter into a Ninth Amended and Restated Intercreditor Agreement, to be dated as of October 16, 2020 (the “Intercreditor Agreement”), with J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used herein and but not otherwise defined herein shall have the meanings given them set forth in the Pooling Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be October 16, 2020, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. Conn’s 2020-A: Note Purchase Agreement For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to 2:03 p.m. New York City time on October 9, 2020 (i.e, the date and time the first Contract of Sale (as defined below) was entered into) (the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated October 6, 2020 (the “Preliminary Offering Memorandum”), (ii) the CONN 2020-A ABS Investor Presentation, initially provided to investors on October 6, 2020 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CONN_2020_A_FINAL_PX.sss” (the “Data File”), and (v) the Microsoft Excel file entitled “CONN 2020-A_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data and the Data File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Seller Depositor will prepare and CIT Consumer Finance deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the several Underwriters named offering and resale of the Purchased Notes by the Initial Purchasers in Schedule I hereto (accordance with the "Underwriters") as follows:terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons. Conn’s 2020-A: Note Purchase Agreement
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. The CIT Group Securitization Corporation IIIIssuer is a common law trust formed pursuant to a Trust Agreement, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary dated as of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $[_________ principal amount __], 2000 (the "Trust Agreement"), between the Seller and --------------- Bankers Trust Company, as owner trustee (the "Owner Trustee"). The Notes will ------------- be issued pursuant to a Master Indenture, dated as of its April 1, 2000 (the "Master ------ Indenture"), between the Issuer and The Bank of New York, as indenture trustee --------- (the "Indenture Trustee"), as supplemented by the Series [____% Asset Backed Certificates __] Indenture ----------------- Supplement with respect to the Notes to be dated as of [_________], [_____] (the "CertificatesIndenture Supplement," and together with the Master Indenture, the -------------------- "Indenture"). --------- Initially, the primary asset of the Issuer will be a certificate (the "Collateral Certificate") representing a beneficial interest in the assets held ---------------------- in the Spiegel Master Trust ("SMT"), issued pursuant to the Amended and Restated --- Pooling and Servicing Agreement, dated as of December 13, 1994 (as heretofore amended, the "Amended and Restated Pooling and Servicing Agreement"), ---------------------------------------------------- among SCCIII, First Consumers National Bank (the "Bank") and The Bank of New ---- York (successor-in-interest to the corporate trust administration of ▇▇▇▇▇▇ Trust and Savings Bank), as trustee (the "SMT Trustee"), and the Collateral ----------- Series Supplement, dated as of [__________], 2000, to the Amended and Restated Pooling and Servicing Agreement (the "Collateral Supplement" and together with --------------------- the Amended and Restated Pooling and Servicing Agreement, the "PSA"). The Certificates are registered under the registration statement referred to in Section 2(a). The --- assets of the Trust SMT include, among other things, certain amounts due (the "Receivables") on a pool of mortgage loans private label credit card accounts (the "Initial Mortgage LoansAccounts"). ----------- -------- The Receivables are transferred to SMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Receivables transferred to SMT by the Seller are acquired by the Seller from the Bank and Spiegel Acceptance Corporation ("SAC") secured by residential properties financed thereby pursuant to a Receivables Purchase Agreement, dated as of --- September 20, 1994, 2000 (as amended, the "Initial Mortgaged PropertiesReceivables Purchase Agreement") ------------------------------ among SCCIII, the Bank and SAC. The Receivables transferred to the Seller by SAC are acquired by SAC from the Bank pursuant to the Operating Agreement, dated as of December 15, 1990 between the Bank and SAC (as amended, the "Operating --------- Agreement"). The Collateral Certificate will be transferred by the Seller to --------- the Issuer pursuant to the Transfer and Servicing Agreement, and certain monies received thereunder on or after dated as of [___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______], 199_ 2000 (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling Transfer and Servicing Agreement") ), among the -------------------------------- Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITBank, as Master Servicer ("CIT Consumer Finance" or Servicer, and the "Master Servicer")Issuer. The Mortgage Loans Bank has agreed to provide notices and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans perform on behalf of the Trust pursuant to Issuer certain other administrative obligations required by the Pooling Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of [ ], 2000 (the "Administration Agreement"), between the Bank, as ------------------------ administrator (in such capacity, the "Administrator"), and the Issuer. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling ------------- Transfer and Servicing Agreement. Capitalized , the PSA, the Receivables Purchase Agreement, the Operating Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Transaction Documents." --------------------- This Underwriting Agreement is referred to herein as this "Agreement." To --------- the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing AgreementTransaction Documents. The Seller and CIT Consumer Finance Spiegel Inc. ("Spiegel") hereby agree agree, severally and not ------- jointly, with the several Underwriters named in underwriters for the Class A Notes listed on Schedule I A hereto ---------- (the "Class A Underwriters"), the underwriters for the Class B Notes listed on -------------------- Schedule A hereto (the "Class B Underwriters"), and the underwriters for the ---------- -------------------- Class C Notes listed on Schedule A hereto (the "Class C Underwriters," and ---------- -------------------- together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:: ------------
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIINissan Master Owner Trust Receivables (the “Trust”), a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdingsstatutory trust, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after [_________] principal amount of Nissan Master Owner Trust Receivables, Series 20[__]-[__] Notes (the “[Underwritten] Notes”), 199_, amounts deposited in issued by the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant Trust. [In addition to the Cash Collateral Agreement to be dated as of Underwritten Notes, on the Series 20[__]-[_______, 199_ (the "Cash Collateral Agreement") between the Trust] Issuance Date, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Trust will issue and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance Transferor or an affiliate of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of Transferor will retain $[_________] principal amount of Nissan Master Owner Trust Receivables, Series 20[__]-[_, 199_ ] Notes (the "Pooling and Servicing Agreement") among “Retained Notes” and, together with the SellerUnderwritten Notes, the Trustee and “Notes”).] The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller was formed pursuant to a Mortgage Loan Purchase Agreement to be trust agreement, dated as ofof May 13, 2003, between Nissan Wholesale Receivables Corporation II (the “Depositor”) and [Wilmington Trust Company], as owner trustee (the “Owner Trustee”), as amended and restated by the amended and restated trust agreement, dated as of October 15, 2003 (as amended and restated, the “Trust Agreement”), between the parties thereto. The Notes will be issued pursuant to a supplement, dated as of [_________, 199_ ] (the "Purchase Agreement") “Indenture Supplement”), to an amended and restated indenture, dated as of October 15, 2003 (together with the Indenture Supplement, the “Indenture”), between CIT Consumer Finance the Trust and [U.S. Bank National Association], as indenture trustee (the Seller“Indenture Trustee”), and finally will be governed by the Seller to terms of an amended and restated transfer and servicing agreement, dated as of October 15, 2003 (the Trust pursuant to the Sale “Transfer and Servicing Agreement”), among the Depositor, Nissan Motor Acceptance Corporation (“NMAC”), as servicer (the “Servicer”), and the Trust. Certain of The Trust Agreement and the Mortgage Loans Transfer and other property sold by CIT Consumer Finance Servicing Agreement are subject to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales FinancingAgreement of Modification to Transaction Documents, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________February 12, 199_ 2010 (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf “Agreement of the Trust pursuant to the Pooling and Servicing Agreement. The CertificatesModification”), each representing a fractional undivided interest in among the Trust, will be issued pursuant to the Pooling Depositor, the Owner Trustee, the Indenture Trustee and Servicing AgreementNMAC. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Pooling Indenture and the Annex of Definitions attached to the Transfer and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Nissan Wholesale Receivables Corp Ii)
Introductory. The CIT Group Securitization Corporation IIIJPMorgan Chase Bank, National Association, a Delaware corporation national banking association (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings“Bank”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan has formed Chase Auto Owner Trust 19__-_ 20 - (the "“Trust"”) to issue and sell $_________ $ aggregate principal amount of its ____Class [A-1] % Asset Backed Certificates Notes (the "Certificates"“Class [A-1] Notes”). The Certificates are registered under , $ aggregate principal amount of Class [A-2] % Asset Backed Notes (the registration statement referred to in Section 2(a“Class [A-2] Notes”), $ aggregate principal amount of Class [A-3] % Asset Backed Notes (the “Class [A-3] Notes”) and $ aggregate principal amount of Class [A-4] % Asset Backed Notes (the “Class [A-4] Notes” and, together with the Class [A-1] Notes, the Class [A-2] Notes and the Class [A-3] Notes, the “Notes”). The assets of the Trust will include, among other things, a pool of mortgage loans simple interest retail installment sales contracts and purchase money notes and other notes (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby new and used automobiles (the "Initial Mortgaged Properties"), “Financed Vehicles”) and certain monies received thereunder on or after ___________the opening of business on , 199_20 , amounts deposited in such Receivables to be transferred to the Pre-Funding Account Trust and Capitalized Interest Account serviced by the right to receive payments under certain circumstances from funds deposited in Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Cash Collateral Account Receivables will equal approximately $ . The Notes will be issued pursuant to the Cash Collateral Indenture to be dated as of , 20 (as amended and supplemented from time to time, the “Indenture”), between the Trust and [ ], as indenture trustee (the “Indenture Trustee”). Simultaneously with the issuance and sale of the Notes as described herein, the Trust will issue $ aggregate principal amount of % Asset Backed Certificates (the “Certificates”) pursuant to the Amended and Restated Trust Agreement to be dated as of _______, 199_ 20 (as amended and supplemented from time to time, the “Trust Agreement”), between the Bank and [ ], as owner trustee (the "Cash Collateral Agreement") between “Owner Trustee”), each representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the Trusteedate hereof (the “Certificate Underwriting Agreement” and, together with this Agreement, the Master Servicer “Underwriting Agreements”) among the Bank and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] the underwriter named therein (the "Cash Collateral Depositor") “Certificate Underwriter”). The Notes and the Pooling Certificates are sometimes referred to collectively herein as the “Securities”. Capitalized terms used and Servicing Agreement (as not otherwise defined below), additional mortgage loans (herein shall have the "Subsequent Mortgage Loans;" and together with meanings assigned to such terms in the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling Sale and Servicing Agreement to be dated as of __________, 199_ 20 (the "Pooling as amended and Servicing Agreement") among the Sellersupplemented from time to time, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the “Sale and Servicing Agreement”), between the Trust and the Bank, as Depositor and Servicer. Certain This is to confirm the agreement concerning the purchase of the Mortgage Loans Class [A-1] Notes, the Class [A-2] Notes, the Class [A-3] Notes and other property sold the Class [A-4] Notes from the Bank by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters underwriters named in Schedule I hereto (the "“Underwriters") ”), for whom ▇.▇. ▇▇▇▇▇▇ Securities Inc. is acting as follows:representative (the “Representative”).
Appears in 1 contract
Sources: Note Underwriting Agreement (JPMorgan Chase Bank, National Association)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group HoldingsExpress Scripts, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"“Company”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree agrees with the several Underwriters named in Schedule I A hereto (the "“Underwriters"”) to issue and sell to the several Underwriters 23,000,000 shares (“Firm Securities”) of its common stock, par value $0.01 per share (“Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 3,450,000 shares (“Optional Securities”) of its Securities as follows:set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. The Offered Securities will have attached thereto rights (the “Rights”) to purchase a preferred share purchase right. The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of July 25, 2001 between the Company and American Stock Transfer & Trust Company. As part of the transactions described under the heading “The Acquisition” in the General Disclosure Package, pursuant to a Stock and Interest Purchase Agreement (the “Purchase Agreement”) dated as of April 9, 2009, between the Company and WellPoint, Inc. (the “Seller”), the Company intends to acquire (the “Acquisition”) from the Seller each of NextRx, LLC, an Ohio limited liability company (“NextRx LLC”), NextRx, Inc., a Delaware corporation (“NextRx”) and NextRx Services, Inc., a New York corporation (“NextRx Services”, and together with NextRx LLC and NextRx, the “Target Companies”, each a “Target Company”). Immediately following consummation of the Acquisition, NextRx Sub I, LLC, NextRx Sub II, LLC and NextRx Sub III, LLC (collectively, the “NextRx Subs”), will be merged with and into each of the Target Companies, with the Target Companies to be the surviving entities (the “NextRx Mergers”) and successor guarantors of the Company’s 5.250% senior notes due 2012, the Company’s 6.250% senior notes due 2014 and the Company’s 7.250% senior notes due 2019.
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC ("FNF LLC" or the "Transferor"), a Delaware corporation limited liability company formed under the laws of the State of Nebraska, proposes to cause First National Master Note Trust (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "TrustIssuer") to issue and sell $_________ [ ] principal amount of its Class A [Floating Rate] [____% %] Asset Backed Certificates Notes, Series [200_-_] (the "CertificatesClass A Notes"), $[ ] principal amount of Class B [Floating Rate] [__%] Asset Backed Notes, Series [200_-_] (the "Class B Notes") and $[ ] principal amount of Class C [Floating Rate] [__%] Asset Backed Notes, Series [20 - ] (the "Class C Notes", and together with the Class A Notes and the Class B Notes, the "Notes") to the Underwriters (as defined hereinafter) for whom you are acting as Representatives (the "Representatives"). The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the registration statement referred "Trust Agreement"), between the Transferor and Wilmington Trust Company ("WTC"), as owner trustee (the "Owner Trustee") and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (the "Master Indenture"), between the Issuer and The Bank of New York ("BONY"), as indenture trustee (the "Indenture Trustee"), as supplemented by the Series [200_-_] Indenture Supplement with respect to the Notes to be dated as of [ ], [ ] (the "Indenture Supplement," and together with the Master Indenture, the "Indenture"). Initially, the primary asset of the Issuer will be a certificate (the "Collateral Certificate") representing a beneficial interest in Section 2(athe assets held in the First Bankcard Master Credit Card Trust (the "Certificate Trust"), issued pursuant to the Second Amended and Restated Pooling and Servicing Agreement, dated as of October 24, 2002 (as amended and supplemented, the "Pooling and Servicing Agreement"), among FNF LLC, First National Bank of Omaha, a national banking association (the "Bank"), as servicer (the "Servicer") and BONY, as trustee (the "Certificate Trust Trustee"), and the Collateral Series Supplement, dated as of October 24, 2002, to the Pooling and Servicing Agreement (the "Collateral Supplement" and together with the Pooling and Servicing Agreement, the "Pooling and Servicing Agreement"). The assets of the Certificate Trust include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage LoansReceivables") secured on a portfolio of Visa(R) and MasterCard(R) revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerAccounts"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Receivables are transferred to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Certificate Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in Receivables transferred to the Trust, will be issued Certificate Trust by the Transferor are acquired by the Transferor from the Bank pursuant to a Receivables Purchase Agreement, dated as of October 24, 2002 (the "Receivables Purchase Agreement"), between the Transferor and the Bank. The Collateral Certificate was transferred by the Transferor to the Issuer pursuant to the Transfer and Servicing Agreement, dated as of October 24, 2002 (the "Transfer and Servicing Agreement"), among the Transferor, the Bank, as Servicer, and the Issuer. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (the "Administration Agreement"), between the Bank, as administrator (in such capacity, the "Administrator"), and the Issuer. The Transfer and Servicing Agreement, the Pooling and Servicing Agreement. Capitalized , the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Transaction Documents." This Underwriting Agreement is referred to herein as this "Agreement." To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing AgreementTransaction Documents. The Seller Transferor and CIT Consumer Finance the Bank hereby agree agree, severally and not jointly, with the several Underwriters named in underwriters for the Class A Notes listed on Schedule I A hereto (the "Class A Underwriters") the underwriters for the Class B Notes listed on Schedule A hereto (the "Class B Underwriters") and the underwriters for the Class C Notes listed on Schedule A hereto (the "Class C Underwriters" and together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:
Appears in 1 contract
Sources: Underwriting Agreement (First Bankcard Master Credit Card Trust)
Introductory. The CIT Group Securitization Corporation IIIPermanent Custodians Limited (ACN 001 426 384), a Delaware corporation limited liability public company under the Corporations Act of Australia in its capacity as trustee of ARMS II Global Fund I (the "SellerIssuer Trustee") and a wholly-owned limited-purpose finance subsidiary at the direction of The CIT Group HoldingsAustralian Securitisation Management Pty Limited (ACN 103 852 428), Inc., a Delaware corporation as manager (the "CITTrust Manager") proposes to cause CIT Home Equity Loan Trust 19__-_ of ARMS II Global Fund I (the "Trust") proposes to issue and sell $_________ to the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), U.S.$1,000,000,000 principal amount of its ____% Asset Class A Mortgage Backed Certificates Floating Rate Bonds (the "CertificatesClass A Bonds")) issued by the Trust. The Certificates are registered under Each Class A Bond will be secured by the registration statement referred to in Section 2(a)assets of the Trust. The assets of the Trust include, among other things, a pool of mortgage variable and fixed rate residential housing loans (the "Initial Mortgage Housing Loans") secured originated by residential properties financed thereby Australian Mortgage Securities Ltd (ABN 89 003 072 446) ("AMS") including all monies at any time paid or payable thereon or in respect thereof from and after the Closing Date (as defined herein) with respect to payments of principal and interest, rights under certain insurance policies with respect to the Housing Loans, amounts on deposit in the accounts established in connection with the creation of the Trust and the issuance of the Bonds (as defined herein) and the rights of the Issuer Trustee under the Basic Documents. The Trust will be created pursuant to the Master Trust Deed, dated March 7, 1995, between the Issuer Trustee and AMS, as amended and restated on April 23, 2003 by a deed of variation among the Issuer Trustee, AMS and the Trust Manager (the "Initial Mortgaged PropertiesMaster Trust Deed")) and a fund creation notice, and certain monies received thereunder on or after ___________dated April 23, 199_, amounts deposited in 2003 (the Pre"Cut-Funding Account and Capitalized Interest Account off Date") given by the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant Trust Manager to the Cash Collateral Agreement Issuer Trustee (the "Fund Creation Notice") which sets forth specific provisions regarding the Trust. The Bond Trust Deed, to be dated as of _______on or about [ ], 199_ 2003 (the "Cash Collateral AgreementBond Trust Deed") between by and among the Trust, the Issuer Trustee, the Master Trust Manager, the Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans Permanent Registry Limited (the "Subsequent Mortgage Security Trustee") and The Bank of New York, a New York banking corporation (the "Bond Trustee") provides for the issuance and registration of the Class A Bonds in accordance with the terms and conditions attached thereto (the "Supplementary Bond Terms"). AMS will act as servicer (the "Servicer") of the Housing Loans;. The Trust Manager and AMS are each an "AMS Party" and together collectively are referred to herein as the "AMS Parties." The Class A Bonds will be issued in an aggregate principal amount of US$1,000,000,000. The Class B Bonds will be issued in an aggregate principal amount of A$[ ]. The Class B Bonds and any Fast Prepayment Bonds that may be issued after the date of this Agreement are collectively referred to as the "A$ Securities." The Class A Bonds and the A$ Securities are collectively referred to as the "Bonds." The Trust Manager has prepared and filed with the Initial Mortgage LoansSecurities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Mortgage LoansSecurities Act") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties), the "Mortgaged Properties") to be conveyed a registration statement, including a prospectus, relating to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Class A Bonds.
Appears in 1 contract
Sources: Underwriting Agreement (Australian Securitisation Management Pty LTD)
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ [ ] principal amount of its ____% Class A Series [20 ]-[•] Asset Backed Certificates Notes [(the "Certificates"“Notes”)] [(the “Class A Notes”)] [,$[ ] principal amount of Class B Series [20 ]-[•] Asset Backed Notes (the “Class B Notes”)] [and $[ ] principal amount of Class C Series [20 ]-[•] Asset Backed Notes (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Notes”)], to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. [One or more of the underwriters for the [Notes] [Class A Notes] listed on Schedule A hereto (the “Underwriters”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each such financial institution, a “TALF Agent”) [or is a broker-dealer who has been specifically designated by the FRBNY as a TALF Agent], and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the “FRBNY”), as Lender, various TALF Agents from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, and 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”). The Certificates are registered under To the registration statement referred extent expressly provided in this Agreement, and subject to the limitations in Section 2(a10, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a TALF Agent and as a signatory to the MLSA.] The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (as amended, the “Master Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A. (formerly known as the Bank of New York Trust Company, N.A. and successor to The Bank of New York) (“BNYMTC”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series [20 ]-[•] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in . The Receivables are transferred to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement to be Transfer and Servicing Agreement, dated as of _______October 24, 199_ 2002 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the "Cash Collateral Agreement") between the Trust“Bank”), the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] as servicer (the "Cash Collateral Depositor"“Servicer”) and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Issuer. The Receivables transferred to the Trust subsequent to Issuer by the date of issuance of Transferor are acquired by the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and Transferor from the other property and the proceeds thereof to be conveyed to the Trust Bank pursuant to the Pooling and Servicing Agreement to be a Receivables Purchase Agreement, dated as of __________October 24, 199_ 2002 (the "Pooling and Servicing Agreement") among the Selleras amended, the Trustee “Receivables Purchase Agreement”), between the Transferor and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer")Bank. The Mortgage Loans Bank has agreed to provide notices and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans perform on behalf of the Trust pursuant to Issuer certain other administrative obligations required by the Pooling Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling Transfer and Servicing Agreement. Capitalized , the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Master Note Trust)
Introductory. The CIT Group Securitization Corporation IIIChrysler Financial Services Americas LLC, a Delaware corporation Michigan limited liability company (“CFSA” or the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings“Depositor”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Chrysler Financial Auto Securitization Trust 19__-_ 200[•]-[•] (the "“Trust"”) to issue and sell $_________ [•] principal amount of its ____% [•]% Asset Backed Certificates Notes, Class [A-2] (the "Certificates"“Class [A-2] Notes” or the “Offered Notes”) to the several Underwriters identified on Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as Representative (the “Representative”). [If TALF-eligible: Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a “Primary Dealer”), and may be 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 Certificates are registered 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”). References to TALF in this Agreement include any terms and conditions, frequently asked questions and documents posted by the FRBNY at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇/markets/talf.html. The rights, benefits and remedies of the Underwriters under this Agreement will be for the registration statement referred benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer, if such Underwriter is also a Primary Dealer, and as a signatory to in Section 2(aa letter agreement making such Primary Dealer a party to the MLSA.] The Trust also will issue $[•] principal amount of its [•]% Asset Backed Notes, Class [A-1] (the “Class [A-1] Notes"[) and Asset Backed Notes, Class [B] (the “Class [B] Notes"] and, together with the Offered Notes [and the Class [A-1] Notes], the “Notes”) which Class [A-
1] Notes [and Class [B] Notes] will be purchased by the Depositor on the Closing Date (as defined below). The assets of the Trust will include, among other things, a pool of mortgage loans motor vehicle retail installment sale contracts (the "Initial Mortgage Loans"“Receivables”) secured and the related collateral. The Receivables will be sold to the Trust by residential properties financed thereby the Depositor. The Receivables will be serviced for the Trust by CFSA (in such capacity, the “Servicer”). The Notes will be issued pursuant to an Indenture to be dated as of [•], 20[•] (as amended and supplemented from time to time, the “Indenture”), between the Trust and [•], as indenture trustee (the "Initial Mortgaged Properties"“Indenture Trustee”). Simultaneously with the issuance and sale of the Notes as contemplated herein, Chrysler Residual Holdco LLC, a Delaware limited liability company (the “Company”), and certain monies received thereunder on or after ___________, 199_, amounts deposited will acquire the beneficial interest in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Trust, pursuant to the Cash Collateral Purchase Agreement to be dated as of _______[•], 199_ 20[•] (as amended and supplemented from time to time, the "Cash Collateral “Purchase Agreement"”) between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Depositor and the Pooling Company. Such beneficial interest shall be in the form of certificates issued by the Trust. Capitalized terms used and Servicing Agreement (as not otherwise defined below), additional mortgage loans (herein shall have the "Subsequent Mortgage Loans;" and together with meanings assigned thereto in the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling Sale and Servicing Agreement to be dated as of __________[•], 199_ 20[•] (the "Pooling as amended and Servicing Agreement") among the Sellersupplemented from time to time, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the “Sale and Servicing Agreement. Certain of ”), among the Mortgage Loans Trust, CFSA, as Seller and other property sold by CIT Consumer Finance to Servicer, [and [•], as backup servicer (the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing“Backup Servicer”)] or, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase if not defined therein, in the Indenture or the [•] Amended and Restated Trust Agreement to be dated as of _________[•], 199_ 20[•] (as amended and supplemented from time to time, the “Trust Agreement”) between the Depositor and [•], as owner trustee (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance“Owner Trustee”). The Master Servicer will service At or prior to the Mortgage Loans on behalf time when sales to purchasers of the Trust pursuant Offered Notes were first made by the Underwriters, which was approximately [•] [p.m.] [a.m.] on [•], 20[•] (the “Time of Sale”), the Depositor had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated [•], 20[•] to the Pooling Prospectus dated [•], 20[•], together with such Prospectus (as defined below) (together with the information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement (as defined below) or Prospectus, the “Preliminary Prospectus”), considered together with the amount and Servicing Agreementprice to the public of the Offered Notes on the second page of the Final Term Sheet. The CertificatesIf, each representing at or subsequent to the Time of Sale and prior to the Closing Date (as defined below), such information included an untrue statement of a fractional undivided interest material fact or omitted to state a material fact necessary in order to make the statements therein, in the Trustlight of the circumstances under which they were made, not misleading, and as a result investors in the Offered Notes may terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Securities Act”)) for any Offered Notes and the Underwriters enter into new Contracts of Sale with investors in the Offered Notes, then “Time of Sale Information” will be issued pursuant refer to the Pooling information conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor and Servicing Agreement. Capitalized terms used herein the Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and not otherwise defined shall have “Time of Sale” will refer to the meanings given them in the Pooling time and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (Chrysler Financial Services Americas LLC)
Introductory. The CIT Group Securitization Corporation IIICredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ form one or more real estate mortgage investment conduits (the "Trust") to ), which will issue certain securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2007-C2 and sell $_________ principal amount including the classes thereof specified on Schedule I hereto (the classes of its ____% Asset Backed Certificates (such securities so specified on Schedule I hereto, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates are registered under will be specified in the registration statement referred to in Section 2(aProspectus (as defined herein). The assets property of the Trust include, among other things, will consist of a pool of 207 fixed rate mortgage loans (the "Initial Mortgage Loans") loans, secured by residential multifamily and commercial properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loanscollectively, the "Mortgage Loans") secured that will be purchased by residential properties financed thereby the Depositor from Column Financial, Inc. (the "Subsequent Mortgaged Properties;Column Mortgage Loan Seller") and KeyBank National Association (in such capacity, the "Key Mortgage Loan Seller" and together with the Initial Mortgaged PropertiesColumn Mortgage Loan Seller, the "Mortgaged PropertiesMortgage Loan Sellers"), pursuant to those certain Mortgage Loan Purchase Agreements, each dated as of May 1, 2007 (the "Mortgage Loan Purchase Agreements"), and will be serviced by KeyCorp Real Estate Capital Markets, Inc., as master servicer (in such capacity, the "Key Master Servicer") to be conveyed to and Wachovia Bank, National Association, as master servicer (the Trust subsequent to "Wachovia Master Servicer" and together with the date of issuance of Key Master Servicer, the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates"Master Servicers"), and if and when necessary ING Clarion Partners, LLC as special servicer (the other property and the proceeds thereof to be conveyed to the Trust "Special Servicer"), pursuant to the that certain Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") ), dated as of May 1, 2007, by and among the SellerDepositor, the Trustee Master Servicers, the Special Servicer and The CIT Group/Consumer Finance▇▇▇▇▇ Fargo Bank, Inc., a wholly-owned subsidiary of CITN.A., as Master Servicer trustee ("CIT Consumer Finance" or the "Master ServicerTrustee"), and certain related property to be conveyed to the Trust by the Depositor (the "Trust Fund"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance transferred to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, and the Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized The offering of the Certificates made pursuant to the Registration Statement (as defined below) will be made through you as underwriters. This Agreement provides for the sale of such Certificates to, and the purchase and offering thereof by, you, as underwriters (the "Underwriters" and, individually, an "Underwriter"). Schedule I shall specify the principal or notional balance of each Class of the Certificates to be issued and any terms used herein and thereof not otherwise defined shall have the meanings given them specified in the Pooling and Servicing Agreement, the Classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of Certificates to be purchased by you and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Seller and CIT Consumer Finance hereby agree with offering of the several Underwriters named in Schedule I hereto Certificates will be governed by this Agreement. At or prior to the time when sales to purchasers of the Certificates were first made, which was approximately 2:00 p.m. on April 27, 2007 (the "UnderwritersTime of Sale"), the Depositor had prepared the following information (collectively, the "Rule 159 Information"): (i) the Depositor's Free Writing Prospectus dated April 13, 2007 (the cover page of which is attached hereto as Annex A) (as modified on April 26, 2007 by the Update to Free Writing Prospectus dated April 26, 2007) to the Depositor's Prospectus dated April 10, 2007, (ii) the term sheet dated April 13, 2007, relating to the Certificates, and (iii) certain other "free-writing prospectuses" (as defined pursuant to Rule 405 under the 1933 Act) (each of items (i) through (iii), a "Free Writing Prospectus"). If, subsequent to the date of this Agreement, the Depositor and the Underwriters determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and terminate their old purchase contracts and enter into new purchase contracts with investors in the Certificates, then "Rule 159 Information" will refer to the information conveyed to purchasers at the time of entry into the first such new purchase contract, including any information that corrects such material misstatements or omissions ("Corrective Information") as follows:and "Time of Sale" will refer to the time and date on which such new purchase contracts were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation BanPonce Trust I (the "SellerIssuer") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.), a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan statutory business trust created under the Business Trust 19__-_ Act (the "TrustDelaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Section 3801 et seq.), proposes, subject to the terms and conditions stated herein, to issue and sell $_________ principal amount to the several Underwriters ("Underwriters") 150,000 of its ____8.327% Asset Backed Certificates Capital Securities, Liquidation Amount $1,000 per Capital Security (the "CertificatesCapital Securities"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans Capital Securities will be guaranteed by BanPonce Financial Corp. (the "Initial Mortgage LoansCorporation") secured by residential properties financed thereby and BanPonce Corporation (the "Initial Mortgaged PropertiesGuarantor"), and certain monies received thereunder on or after ___________, 199_, amounts deposited to the extent set forth in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement Prospectus (as defined below), additional mortgage loans with respect to distributions and amounts payable upon liquidation or redemption (the "Subsequent Mortgage Loans;" and together with Guarantees"), pursuant to the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby Guarantee Agreement (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged PropertiesGuarantee Agreement"), the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________the Closing Date (as defined below), 199_ executed and delivered by the Corporation, the Guarantor and The First National Bank of Chicago, a national banking association, as trustee (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerGuarantee Trustee"). The Mortgage Loans and other assets proceeds from the sale of the Trust Capital Securities to the Underwriters will be sold aggregated with the entire proceeds from the sale by CIT Consumer Finance the Issuer to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ Corporation of the common securities of the Issuer (the "Purchase AgreementCommon Securities") between CIT Consumer Finance and the Seller, and finally will be used by the Seller Issuer to purchase the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ 8.327% Junior Subordinated Deferrable Interest Debentures (the "CITSF Purchase AgreementDebentures"), issued by the Corporation and guaranteed (the "Debenture Guarantee") between CITSF and CIT Consumer Financeby the Guarantor. The Master Servicer will service Capital Securities and the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Common Securities will be issued pursuant to the Pooling Amended and Servicing Agreement. Capitalized terms used herein Restated Declaration of Trust of the Issuer, to be dated as of the Closing Date (the "Declaration"), among the Corporation, as Depositor, the Guarantor and not otherwise defined shall have the meanings given them trustees named therein (the "Trustees") and the holders from time to time of the Capital Securities and the Common Securities, which represent undivided beneficial interests in the Pooling and Servicing Agreementassets of the Issuer. The Seller Debentures and CIT Consumer Finance the Debenture Guarantees will be issued pursuant to a Junior Subordinated Indenture, to be dated as of the Closing Date (the "Indenture"), among the Guarantor, the Corporation and The First National Bank of Chicago, as trustee (the "Debenture Trustee"). The Capital Securities, the Guarantees, the Debentures and the Debenture Guarantee are collectively referred to herein as the "Securities." This Agreement, the Indenture, the Declaration, the Guarantee Agreement and the Expense Agreement (as defined herein) are referred to collectively as the "Operative Documents." The Issuer, the Corporation and the Guarantor, jointly and severally, hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIISunnova Helios IX Issuer, LLC, a Delaware corporation limited liability company (the "Seller"“Issuer”), proposes, subject to the terms and conditions stated herein, to sell to Credit Suisse Securities (USA) and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ LLC (the "Trust") to issue and sell $_________ principal amount of its ____“Initial Purchaser”), the 5.00% Asset Solar Loan Backed Certificates Notes, Series 2022-B, Class A (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor"“Class A Notes”) and the Pooling and Servicing Agreement (as defined below)6.00% Solar Loan Backed Notes, additional mortgage loans Series 2022-B, Class B (the "Subsequent Mortgage Loans;" “Class B Notes” and together with the Initial Mortgage LoansClass A Notes, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with “Notes”), in the Initial Mortgaged PropertiesOutstanding Note Balances set forth in Exhibit D attached to this note purchase agreement (this “Agreement”). On the Closing Date, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff datesSunnova ABS Holdings IX, LLC, a Delaware limited liability company (“Sunnova ABS Holdings IX”), Sunnova Intermediate Holdings, LLC, a Delaware limited liability company (“Sunnova Intermediate Holdings”), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITSunnova Energy Corporation, a Delaware corporation (“Sunnova Energy”), Sunnova Helios IX Depositor, LLC, a Delaware limited liability company (the “Depositor”), and the Issuer will enter into a sale and contribution agreement (the “Contribution Agreement”), dated as of the Closing Date, pursuant to which: (i) Sunnova ABS Holdings IX will acquire the Conveyed Property from Sunnova Intermediate Holdings; (ii) the Depositor will acquire the Conveyed Property from Sunnova ABS Holdings IX; and (iii) the Issuer will acquire the Conveyed Property from the Depositor. The Notes are to be issued under an indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuer and Wilmington Trust, National Association, a national banking association (“Wilmington Trust”), as Master Servicer indenture trustee ("CIT Consumer Finance" or in such capacity, the "Master Servicer"“Indenture Trustee”). The Mortgage Loans Pursuant to the Indenture, the Issuer will pledge the Trust Estate (including the Conveyed Property and other assets the rights and remedies under the Contribution Agreement) to the Indenture Trustee for the benefit of the Trust will be sold Noteholders to secure the Notes. Pursuant to a management agreement, dated as of the Closing Date, by CIT Consumer Finance to and among the Seller Issuer, Sunnova ABS Management, LLC, a Delaware limited liability company (“Sunnova Management” and together with Sunnova Energy, the Issuer, the Depositor, Sunnova ABS Holdings IX and Sunnova Intermediate Holdings, the “Sunnova Entities”), as manager, and Wilmington Trust, as transition manager, and pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________servicing agreement, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________the Closing Date, 199_ (by and among the "CITSF Purchase Agreement") between CITSF Issuer, Sunnova Management, as servicer, and CIT Consumer FinanceWilmington Trust, as backup servicer, Sunnova Management will provide certain operations and maintenance and administrative services to the Issuer. Finally, in connection with the transaction, Sunnova Energy will deliver a performance guaranty, dated as of the Closing Date, in favor of the Issuer and the Indenture Trustee for the benefit of the Noteholders. The Master Servicer will service Securities Act of 1933, as amended, and the Mortgage Loans on behalf of rules and regulations promulgated thereunder, is herein referred to as the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement“Securities Act”. Capitalized terms used herein in [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. this Agreement but not otherwise defined shall have the meanings given them set forth in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with “Standard Definitions” attached as Annex A to the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Indenture.
Appears in 1 contract
Sources: Note Purchase Agreement (Sunnova Energy International Inc.)
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ 525,000,000 principal amount of its ____% Class A Series 2009-3 Asset Backed Certificates Notes (the "Certificates"“Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. One or more of the underwriters for the Notes listed on Schedule A hereto (the “Underwriters”) is a financial institution appearing on the Federal Reserve Bank of New York’s list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (each such financial institution, 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 from time to time party thereto, each on behalf of itself and its respective customers as borrowers thereunder from time to time, and 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”). The Certificates are registered under To the registration statement referred extent expressly provided in this Agreement, and subject to the limitations in Section 2(a10, certain of the rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002 (the “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to a Master Indenture, dated as of October 24, 2002 (as amended, the “Master Indenture”), between the Issuer and The Bank of New York Mellon Trust Company, N.A. (formerly known as the Bank of New York Trust Company, N.A. and successor to The Bank of New York) (“BNYMTC”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in . The Receivables are transferred to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement to be Transfer and Servicing Agreement, dated as of _______October 24, 199_ 2002 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the "Cash Collateral Agreement") between the Trust“Bank”), the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] as servicer (the "Cash Collateral Depositor"“Servicer”) and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Issuer. The Receivables transferred to the Trust subsequent to Issuer by the date of issuance of Transferor are acquired by the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and Transferor from the other property and the proceeds thereof to be conveyed to the Trust Bank pursuant to the Pooling and Servicing Agreement to be a Receivables Purchase Agreement, dated as of __________October 24, 199_ 2002 (the "Pooling and Servicing Agreement") among the Selleras amended, the Trustee “Receivables Purchase Agreement”), between the Transferor and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer")Bank. The Mortgage Loans Bank has agreed to provide notices and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans perform on behalf of the Trust pursuant to Issuer certain other administrative obligations required by the Pooling Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to an Administration Agreement, dated as of October 24, 2002 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling Transfer and Servicing Agreement. Capitalized , the Receivables Purchase Agreement, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing AgreementTransaction Documents. The Seller Transferor has prepared and CIT Consumer Finance hereby agree filed with the several Underwriters named in Schedule I hereto Securities and Exchange Commission (the "Underwriters"“Commission”) in accordance with the provisions of the Securities Act of 1933 (the “Act”), (i) a registration statement on Form S-3 (having the registration number 333-140273), including a form of prospectus and a form of prospectus supplement and such amendments thereto as follows:may have been filed prior to the date hereof, relating to the Notes and the offering thereof in accordance with Rule 415 under the Act (the “Original Registration Statement”), and (ii) a registration statement on Form S-3 (having the registration number 333-160840), including such amendments thereto as may have been filed prior to the date hereof, relating to the Notes and the
Appears in 1 contract
Sources: Underwriting Agreement (First National Master Note Trust)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation SCE&G Trust I (the "SellerIssuer") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.), a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan statutory business trust created under the Business Trust 19__-_ Act (the "TrustDelaware Act") of the State of Delaware (Chapter 38, Title 12, of the Delaware Code, 12 Del. C. Section 3801 et seq.), proposes, subject to the terms and conditions stated herein, to issue and sell $___to the several Underwriters ("Underwriters") ______ principal amount of its ____% Asset Backed Certificates Trust Preferred Securities, Liquidation Amount $25 per Trust Preferred Security (the "CertificatesTrust Preferred Securities"). The Certificates are registered under Trust Preferred Securities represent preferred undivided beneficial interests in the registration statement referred to in Section 2(a). The assets of the Issuer. The Trust include, among other things, a pool of mortgage loans Preferred Securities will be guaranteed by South Carolina Electric & Gas Company (the "Initial Mortgage LoansCorporation") secured by residential properties financed thereby to the extent set forth in the Prospectus (as defined herein), with respect to distributions and amounts payable upon liquidation or redemption (the "Initial Mortgaged PropertiesGuarantee"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Guarantee Agreement (the "Guarantee Agreement") to be dated as of the Closing Date (as defined herein), executed and delivered by the Corporation and The Bank of New York, as trustee (the "Guarantee Trustee") for the benefit of the holders from time to time of the Trust Preferred Securities. The proceeds from the sale of the Trust Preferred Securities to the Underwriters will be aggregated with the entire proceeds from the sale by the Issuer to the Corporation of the common beneficial interests in the Issuer (the "Common Securities") and will be used by the Issuer to purchase the _______, 199_ % Junior Subordinated Deferrable Interest Debentures (the "Cash Collateral AgreementDebentures") between ), issued by the Trust, the Trustee, the Master Servicer and [Corporation. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Trust Preferred Securities and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Common Securities will be issued pursuant to the Pooling Amended and Servicing Restated Trust Agreement of the Issuer, to be dated as of the Closing Date (the "Trust Agreement. Capitalized terms used herein "), among the Corporation, as Depositor, and not otherwise defined shall have the meanings given them in trustees named therein (the Pooling "Trustees") and Servicing Agreementthe holders from time to time of the Trust Preferred Securities and the Common Securities. The Seller Debentures will be issued pursuant to a Junior Subordinated Indenture, to be dated as of the Closing Date (the "Indenture"), between the Corporation and CIT Consumer Finance The Bank of New York, as trustee (the "Debenture Trustee"). The Trust Preferred Securities, the Guarantee and the Debentures are collectively referred to herein as the "Securities." This Agreement, the Indenture, the Trust Agreement and the Guarantee Agreement are referred to collectively as the "Operative Documents." The Issuer and the Corporation, jointly and severally, hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIDeutsche Recreational Asset Funding Corporation, a Delaware Nevada corporation (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% _ (___%) Asset Backed Notes, Class A and $_______ (____%) Asset Backed Notes, Class B (the "Offered Notes") and $_________ (___%) Asset Backed Certificates (the "Offered Certificates") (the Offered Certificates and the Offered Notes are referred to herein collectively as the "Securities") issued by Distribution Financial Services [RV/BOAT] Trust 199_-_ (the "Trust"). The Certificates are registered under Offered Notes will be secured by the registration statement referred to assets of the Trust. Each Offered Certificate will represent a fractional undivided interest in Section 2(a)the Trust. The assets of the Trust will include, among other things, Receivables [transferred by Deutsche Financial Services Corporation, a pool of mortgage loans Nevada corporation ("DFS") to Ganis Credit Corporation, a Delaware corporation ("Ganis"; the Depositor, DFS and Ganis may be referred to herein individually as a "Participating Entity" and collectively as the "Initial Mortgage LoansParticipating Entities") secured by residential properties financed thereby pursuant to the DFS/Ganis Transfer Agreement dated as of _______, 199_ between DFS and Ganis (as amended, amended and restated or otherwise modified from time to time, the "Initial Mortgaged PropertiesDFS/Ganis Transfer Agreement"), Receivables transferred by Ganis to the Depositor pursuant to the Ganis/Depositor Transfer Agreement dated as of _____, 199_ (as amended, amended and restated or otherwise modified from time to time, the "Ganis/Depositor Transfer Agreement"), and certain monies received thereunder on Receivables transferred by the Depositor to the Trust pursuant to the Transfer and Servicing Agreement (as amended, amended and restated or after otherwise modified from time to time, the "Transfer and Servicing Agreement") dated as of ________________, 199__ among the Trust, amounts deposited in DFS, and the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Depositor. The Offered Notes will be issued pursuant to the Cash Collateral Agreement to be Indenture dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (as amended, amended and restated or otherwise modified from time to time, the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerIndenture"). The Mortgage Loans and other assets of , between the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as ofand _______________________, as indenture trustee (the "Indenture Trustee"). The Offered Certificates will be issued pursuant to the Trust Agreement dated as of , 199_ (as amended, amended and restated or otherwise modified from time to time, the "Purchase Trust Agreement") between CIT Consumer Finance the Depositor and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________________, 199_ as owner trustee (the "CITSF Purchase AgreementOwner Trustee") between CITSF and CIT Consumer Finance). The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling Transfer and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the TrustDFS/Ganis Transfer Agreement, will be issued pursuant the Ganis/Depositor Transfer Agreement, the Trust Agreement and the Indenture are collectively referred to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (as the "UnderwritersDesignated Agreements") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Deutsche Recreational Asset Funding Corp)
Introductory. Credit Suisse First Boston Mortgage Securities Corp., a corporation organized and existing under the laws of the State of Delaware (the "Depositor"), proposes to sell to the Underwriters (as defined below) five (5) classes of Mortgage Pass-Through Certificates, Series 2002-4. Such classes have been designated as the Class A, Class A-IO, Class M-1, Class M-2 and Class B Certificates (collectively, the "Offered Certificates"). Two classes of certificates (Class X and Class R) (the "Non-Offered Certificates" and, together with the Offered Certificates, the "Certificates") will also be issued but not offered for sale. Only the Offered Certificates are being purchased by the Underwriters. The CIT Group Securitization Corporation IIIOffered Certificates and the Non-Offered Certificates will represent the entire beneficial ownership interest in the ABFS Mortgage Loan Trust 2002-4 (the "Trust"). The assets of the Trust will consist primarily of a pool of certain home equity loans (the "Mortgage Loans") conveyed to the Trust by the Depositor pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2002 (the "Pooling and Servicing Agreement"), among the Depositor, American Business Credit, Inc., as servicer ("ABC") and JPMorgan Chase Bank, as trustee, back-up servicer and custodian (the "Trustee"), with an aggregate principal balance expected to be approximately $376,200,000 as of December 23, 2002 (the "Closing Date"). The Mortgage Loans and other property conveyed by the Depositor to the Trust will first be transferred to the Depositor by ABFS 2002-4, Inc. a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary pursuant to the Unaffiliated Seller's Agreement, dated as of The CIT Group HoldingsDecember 1, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ 2002 (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesUnaffiliated Seller's Agreement"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in among the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the TrustDepositor, the TrusteeSeller, the Master Servicer and [The Dai-Ichi Kangyo BankABC, Limited, New York Branch] American Business Mortgage Services Inc. (the "Cash Collateral DepositorABMS") and the Pooling and Servicing Agreement HomeAmerican Credit Inc. d/b/a Upland Mortgage (as defined below)"Upland" and, additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage LoansABC and ABMS, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;Originators" and and, together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerABFS Entities"). The Mortgage Loans and other assets of the Trust will property to be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust Depositor will be purchased by the Seller from the Originators pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Unaffiliated Seller's Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will Certificates are to be issued pursuant to the Pooling and Servicing Agreement, and are more fully described in the Prospectus Supplement, dated as of December 18, 2002 relating to the Offered Certificates (together with the Prospectus attached thereto, the "Prospectus"), which the Depositor has furnished to the Underwriters. The Depositor will elect to treat the Trust as one or more "real estate mortgage investment conduits" under the Internal Revenue Code of 1986, as amended. The Depositor on the date hereof will enter into an underwriting agreement dated the date hereof (the "Underwriting Agreement") with Credit Suisse First Boston Corporation as representative (the "Representative") for itself and the several underwriters listed on Schedule A thereto (the "Underwriters") relating to the sale of the Offered Certificates. The Pooling and Servicing Agreement, the Unaffiliated Seller's Agreement, and the Underwriting Agreement shall be collectively defined herein as the "Basic Documents." Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Underwriting Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Indemnification Agreement (American Business Financial Services Inc /De/)
Introductory. The CIT Group Securitization Corporation IIIFleetwood Credit Receivables Corp., a Delaware California corporation (the "Seller") and a wholly-wholly owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.Fleetwood Credit Corp., a Delaware California corporation ("CITFleetwood Credit") ), proposes to cause CIT Home Equity Loan Trust 19__-sell to __________ and __________ (the "TrustUnderwriters") to issue ), acting severally and sell not jointly, for whom __________ is acting as representative (in such capacity, the "Representative"), $__________ aggregate principal amount of its _____% Asset Backed Certificates Certificates, Class A (the "Class A Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after $___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as _ aggregate principal amount of _______% Asset Backed Certificates, 199_ Class B (the "Cash Collateral AgreementClass B Certificates" and, together with the Class A Certificates, the "Certificates") between of the Trust, the Trustee, the Master Servicer and [The DaiFleetwood Credit 1997-Ichi Kangyo Bank, Limited, New York Branch] B Grantor Trust (the "Cash Collateral DepositorTrust") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to . The Certificates will be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust issued pursuant to the Pooling a pooling and Servicing Agreement to be servicing agreement, dated as of ___________ 1, 199_ 1997 (the "Pooling and Servicing Agreement") ), among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITFleetwood Credit, as Master Servicer servicer ("CIT Consumer Finance" or in such capacity, the "Master Servicer"). The Mortgage Loans , and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of__________, 199_ as trustee (the "Purchase AgreementTrustee") between CIT Consumer Finance and the Seller, and finally by the Seller ). The Class B Certificates will be subordinated to the Trust pursuant Class A Certificates to the Sale limited extent described in the Pooling and Servicing Agreement. Certain Each Certificate will represent a fractional undivided interest in the Trust. The assets of the Mortgage Loans Trust will include, among other things, a pool (the "Receivables Pool") of simple interest retail installment sale contracts (the "Receivables") secured by the new and other property used recreational vehicles financed thereby (the "Financed Vehicles") and certain monies due under 2 the Receivables on and after __________ 1, 1997 (the "Cutoff Date"), in each case as more fully described in the Prospectus, as defined below. The Receivables will be sold by CIT Consumer Finance Fleetwood Credit to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be receivables purchase agreement, dated as of __________ 1, 199_ 1997 (the "CITSF Receivables Purchase Agreement") ), between CITSF Fleetwood Credit and CIT Consumer Finance. The Master Servicer the Seller, and the Seller in turn will service sell the Mortgage Loans on behalf of Receivables to the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will This Underwriting Agreement shall hereinafter be issued pursuant referred to the Pooling and Servicing as "this Agreement. ." Capitalized terms used herein and not otherwise defined shall have the meanings given them ascribed thereto in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Fleetwood Credit Receivables Corp)
Introductory. The CIT Group Securitization Corporation IIIKey Bank USA, National Association, a Delaware corporation national banking association (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity KeyCorp Student Loan Trust 19__-_ 1999-A (the "Trust") to issue and sell $_________ 260,000,000 principal amount of its ____% Floating Rate Asset Backed Certificates Notes (the "CertificatesClass A-1 Notes"). The Certificates , and $570,400,000 principal amount of its Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes" and together with the Class A-1 Notes, the "Notes"), to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are registered under the registration statement referred to in Section 2(a)acting as representative. The assets of the Trust include, among other things, a pool of mortgage law school, medical school, dental school, graduate business school and other graduate school student loans (the "Initial Mortgage Financed Student Loans") secured by residential properties financed thereby and certain monies due thereunder on and after January 1, 1999 (the "Initial Mortgaged PropertiesCutoff Date"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant . Such Financed Student Loans were sold to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement Eligible Lender Trustee (as defined below)) on behalf of the Trust by the Seller and are to be serviced by Pennsylvania Higher Education Assistance Agency, additional mortgage loans an agency of the Commonwealth of Pennsylvania (the "Subsequent Mortgage Loans;PHEAA" and together with the Initial Mortgage Loansand, the in its capacity as a servicer, "Mortgage LoansServicer") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer FinanceEFS Services, Inc., a wholly-owned subsidiary of CITEFS, as Master Servicer Inc. of Indiana ("CIT Consumer FinanceEFS" or the a "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Notes will be issued pursuant to the Pooling Indenture to be dated as of January 1, 1999 (as amended and Servicing supplemented from time to time, the "Indenture"), between the Trust and Bankers Trust Company, a New York banking corporation (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $34,600,000 principal amount of its Floating Rate Asset Backed Certificates (the "Certificates"), representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement") between the Seller and the Representative. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Appendix A hereto.
Appears in 1 contract
Sources: Note Underwriting Agreement (Key Bank Usa National Association)
Introductory. The CIT Group Securitization Corporation IIIAFCO Credit Corporation, a Delaware New York corporation ("AFCO Credit"), and AFCO Acceptance Corporation, a California corporation ("AFCO Acceptance" and together with AFCO Credit, the "Originators" and in their capacity as servicer, the "Servicer") propose to convey commercial insurance premium finance loans (the "SellerReceivables") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdingsfrom time to time to Mellon Bank, Inc.N.A., a Delaware corporation national banking association organized under the laws of the United States of America (the "CITTransferor") ). The Transferor proposes to cause CIT Home Equity convey such Receivables to the Mellon Bank Premium Finance Loan Master Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in proposes to cause the Pre-Funding Account and Capitalized Interest Account the right Trust to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant sell to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), $440,000,000 aggregate initial principal amount of Class A Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class A Certificates"), in the Trust, the terms of which are described in the Prospectus (as defined below). It is understood that Transferor is currently entering into a Class B Underwriting Agreement dated the date hereof (the "Class B Underwriting Agreement") among the Transferor and the Underwriters named on Schedule I thereto (the "Class B Underwriters") providing for the sale of $25,000,000 aggregate initial principal amount of Class B Floating Rate Asset Backed Certificates, Series 1996-1 (the "Class B Certificates"). The Class A Certificates and the Class B Certificates are referred to herein collectively as follows:the "Certificates." This Agreement and the Class B Underwriting Agreement are referred to herein collectively as the "Underwriting Agreements." The Receivables will be conveyed by the Originators to the Transferor pursuant to the Receivables Purchase Agreement dated as of December 1, 1996 (the "Receivables Purchase Agreement") between the Originators and the Transferor. The Receivables will be conveyed by the Transferor to the Trust in exchange for the Certificates pursuant to a Pooling and Servicing Agreement, dated as of December 1, 1996 (the "P&S") and the Series 1996-1 Supplement thereto (the "Series Supplement") and together with the P&S, (the "Pooling and Servicing Agreement") dated as of December 1, 1996, each among the Transferor, the Servicer, Premium Financing Specialists, Inc., a Missouri corporation ("PFSI"), as back-up servicer and Premium Financing Specialists of California, Inc., a California corporation ("PFSIC"), as back-up servicer (PFSI and PFSIC are collectively referred to as the "Back-up Servicer") and The First National Bank of Chicago, a national banking association, as trustee (the "Trustee"). In addition, the Transferor, Servicer, Trustee, Alpine Securitization Corp., a Delaware Corporation ("Alpine") (the "Collateral Interest Holder") and Credit Suisse as Agent (the "Agent") will enter into a Loan Agreement to be dated as of the Closing Date (the "Loan Agreement") pursuant to which the Collateral Interest Holder will acquire $35,000,000 aggregate initial principal amount of the Collateral Interest (the "Collateral Interest"), which will act as Credit Enhancement for the Certificates. Capitalized terms used herein (including in the Introductory hereto) that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Mellon Bank Premium Finance Loan Master Trust)
Introductory. The CIT Group Securitization Corporation IIIChase Manhattan Bank USA, National Association, a Delaware corporation national banking association (the "SellerBank") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan form Chase Manhattan Auto Grantor Trust 19__-199_-_ (the "Trust") pursuant to issue a Pooling and sell $Servicing Agreement between the Bank, as Seller and Servicer, _________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ Trustee (the "Cash Collateral AgreementTrustee") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] Collateral Agent (the "Cash Collateral DepositorAgent") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________ __, 199_ (the "Pooling and Servicing Agreement"), which will issue its $_____________ ____% Automobile Loan Pass-Through Certificates, Class A Certificates (the "Class A Certificates") among and $_____________ ____% Automobile Loan Pass-Through Certificates, Class B Certificates (the Seller"Class B Certificates" and, together with the Class A Certificates, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerCertificates"). Each Certificate will represent a fractional undivided interest in the Trust. The Mortgage Loans and other assets of the Trust will include, among other things, a pool of simple interest retail installment sales contracts and purchase money notes and other notes (the "Receivables") secured by new and used automobiles (the "Financed Vehicles") and certain monies due or to become due thereunder on or after the Cutoff Date (as hereinafter defined), such Receivables to be sold by CIT Consumer Finance to the Trust and serviced by the Bank, as Servicer, or by a successor Servicer. The Original Pool Balance of the Receivables as of the opening of business on _________ __, 199_ (the "Cutoff Date") was $________________. In addition, the Seller pursuant to will establish a Mortgage Loan Purchase Agreement to be dated as ofreserve account (the "Reserve Account") with an initial deposit of cash or certain investments having an aggregate value of $__________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller which Reserve Account will be pledged to the Trust Collateral Agent for the benefit of the Certificateholders pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise herein defined shall have the meanings given them assigned to such terms in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with This is to confirm the agreement concerning the purchase of the Certificates from the Bank by the several Underwriters underwriters named in Schedule I hereto (the "Underwriters") ), for whom Chase Securities Inc. is acting as follows:representative (the "Representative").
Appears in 1 contract
Sources: Underwriting Agreement (Chase Manhattan Bank Usa National Association)
Introductory. The CIT Group Securitization Corporation IIICredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ form one or more real estate mortgage investment conduits (the "Trust") ), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C3 (such series of securities, the "Series 2004-C3 Securities"). The Depositor further proposes, subject to issue the terms and conditions stated in this underwriting agreement (this "Agreement"), to sell $_________ principal amount to you, as underwriters (the "Underwriters" and, individually, an "Underwriter"), those classes of its ____% Asset Backed Certificates the Series 2004-C3 Securities as are identified on Schedule I hereto (the classes of securities identified on Schedule I hereto, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates are registered under will be specified in the registration statement referred to in Section 2(aProspectus (as defined herein). The assets property of the Trust include, among other things, will consist of a pool of 174 fixed rate mortgage loans (the "Initial Mortgage Loans") loans, secured by residential 191 multifamily and commercial properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loanscollectively, the "Mortgage Loans") secured that will be purchased by residential properties financed thereby the Depositor from Column Financial, Inc. (the "Subsequent Mortgaged Properties;Column Mortgage Loan Seller") and PNC Bank, National Association (the "PNC Bank Mortgage Loan Seller" and together with the Initial Mortgaged PropertiesColumn Mortgage Loan Seller, the "Mortgaged PropertiesMortgage Loan Sellers"), pursuant to those certain Mortgage Loan Purchase Agreements, each dated as of August 11, 2004 (the "Mortgage Loan Purchase Agreements"), and will (except in one case) be serviced by Midland Loan Services, Inc., as master servicer (the "Master Servicer") to be conveyed to and Clarion Partners, LLC, as special servicer (the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates"Special Servicer"), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the that certain Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") ), dated as of August 1, 2004, by and among the SellerDepositor, the Trustee Master Servicer, the Special Servicer and The CIT Group/Consumer Finance▇▇▇▇▇ Fargo Bank, Inc., a wholly-owned subsidiary of CITN.A., as Master Servicer trustee ("CIT Consumer Finance" or the "Master ServicerTrustee") and custodian, and certain related property to be conveyed to the Trust by the Depositor (the "Trust Fund"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance transferred to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, and the Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized The offering of the Certificates made pursuant to the Registration Statement (as defined below) will be made through you as underwriters. Schedule I shall specify the principal or notional balance of each class of the Certificates to be issued and any terms used herein and thereof not otherwise defined shall have the meanings given them specified in the Pooling and Servicing Agreement, the classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of Certificates to be purchased by you and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Seller and CIT Consumer Finance hereby agree with offering of the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Certificates will be governed by this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (CSFB Mort Sec Corp Comm Mort Pas THR Certs 2004 C3)
Introductory. The CIT Group Securitization Corporation IIIFleetwood Credit Receivables Corp., a Delaware California corporation (the "Seller") and a wholly-wholly owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.Fleetwood Credit Corp., a Delaware California corporation ("CITFleetwood Credit"), proposes to sell to Merr▇▇▇ ▇▇▇c▇ & ▇o., Merr▇▇▇ ▇▇▇ch, Pierce, Fenn▇▇ & ▇mit▇ ▇▇▇orporated ("Merr▇▇▇ ▇▇▇c▇") proposes to cause CIT Home Equity Loan Trust 19__-_ ▇nd Salo▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ (the "TrustUnderwriters") to issue ), acting severally and sell not jointly, for whom Merr▇▇▇ ▇▇▇c▇ ▇▇ acting as representative (in such capacity, the "Representative"), $__________ aggregate principal amount of its _____% Asset Backed Certificates Certificates, Class A (the "Class A Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after $___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as _ aggregate principal amount of _______% Asset Backed Certificates, 199_ Class B (the "Cash Collateral AgreementClass B Certificates" and, together with the Class A Certificates, the "Certificates") between of the Trust, the Trustee, the Master Servicer and [The DaiFleetwood Credit 1997-Ichi Kangyo Bank, Limited, New York Branch] B Grantor Trust (the "Cash Collateral DepositorTrust") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to . The Certificates will be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust issued pursuant to the Pooling a pooling and Servicing Agreement to be servicing agreement, dated as of __________September 1, 199_ 1997 (the "Pooling and Servicing Agreement") ), among the Seller, Fleetwood Credit, as servicer (in such capacity, the Trustee "Servicer"), and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITChase Manhattan Bank, as Master Servicer trustee ("CIT Consumer Finance" or the "Master ServicerTrustee"). The Mortgage Loans and other assets of the Trust Class B Certificates will be sold by CIT Consumer Finance subordinated to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller Class A Certificates to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to limited extent described in the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will This Underwriting Agreement shall hereinafter be issued pursuant 2 referred to the Pooling and Servicing as "this Agreement. ." Capitalized terms used herein and not otherwise defined shall have the meanings given them ascribed thereto in the Pooling and Servicing Agreement. Each Certificate will represent a fractional undivided interest in the Trust. The Seller and CIT Consumer Finance hereby agree with assets of the several Underwriters named in Schedule I hereto Trust will include, among other things, a pool (the "UnderwritersReceivables Pool") of simple interest retail installment sale contracts (the "Initial Receivables") secured by the new and used recreational vehicles financed thereby (the "Initial Financed Vehicles"), certain monies due under the Receivables on and after September 1, 1997 (the "Initial Cutoff Date") and amounts on deposit in a trust account (the "Pre-Funding Account"), in each case as follows:more fully described in the Prospectus, as defined below. The Initial Receivables will be sold by Fleetwood Credit to the Seller pursuant to a receivables purchase agreement, dated as of September 1, 1997 (the "Receivables Purchase Agreement"), between Fleetwood Credit and the Seller, and the Seller in turn will sell the Initial Receivables to the Trust pursuant to the Pooling and Servicing Agreement. From time to time during the Funding Period pursuant to the Receivables Purchase Agreement, Fleetwood Credit will be obligated to sell, and the Seller will be obligated to purchase, additional simple interest retail installment sale contracts (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables") secured by the new and used recreational vehicles financed thereby (the "Subsequent Financed Vehicles" and, together with the Initial Financed Vehicles, the "Financed Vehicles"), which Subsequent Receivables will be described in one or more agreements among Fleetwood Credit, the Seller and the Trustee (each, a "Transfer Agreement"), dated as of the related date of transfer (each, a "Subsequent Transfer Date"). The Subsequent Receivables will in turn be sold by the Seller to the Trust pursuant to the Pooling and Servicing Agreement and the related Transfer Agreement. The maximum aggregate principal amount of Subsequent Receivables to be sold during the Funding Period by Fleetwood Credit to the Seller and by the Seller to the Trust is $__________.
Appears in 1 contract
Sources: Underwriting Agreement (Fleetwood Credit Receivables Corp)
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ 300,000,000 principal amount of its ____% Class A Series 2018-1 Asset Backed Certificates Notes (the "Certificates"“Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the registration statement referred “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to in Section 2(aa Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”). The Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [Issuer. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (as “originator” for purposes of the "Cash Collateral Depositor") and the Pooling and Servicing Agreement EU Retention Rules (as defined below), additional mortgage loans will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date, (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to (i) Articles 404-410 of the European Union’s (“EU”) Capital Requirements Regulation ((EU) No. 575/2013) (as supplemented by EU secondary legislation), (ii) Article 17 of the EU’s Alternative Investment Fund Managers Directive (2011/61/EU) and Articles 50-56 of the Alternative Investment Fund Managers Regulation ((EU) No. 231/2013), and (iii) Articles 254-257 of the Commission Delegated Regulation ((EU) No. 2015/35) , in each case as in effect on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the "Subsequent Mortgage Loans;" “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and together warranties made about the Receivables, in accordance with the Initial Mortgage LoansAsset Representations Review Agreement, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________September 23, 199_ 2016 (as amended or supplemented from time to time, the "Pooling “Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank in the capacity as RPA Seller and the capacity as Servicer and the Asset Representations Reviewer. The Transfer and Servicing Agreement") among the Seller, the Trustee Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and The CIT Group/Consumer Financethe Asset Representations Review Agreement are referred to herein, Inc., a wholly-owned subsidiary of CITcollectively, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________extent not defined herein, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Funding LLC)
Introductory. The CIT Group Securitization Corporation IIIBanc of America Funding Corporation, a Delaware corporation (the "SellerCompany"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") and a wholly$1,156,229,100 aggregate Class Certificate Balance of its Mortgage Pass-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ Through Certificates identified in Schedule I hereto (the "TrustOffered Certificates") having the Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to issue each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balances or Maximum Initial Notional Amounts) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class B-4, Class B-5 and sell $_________ principal amount of its ____% Asset Backed Class B-6 Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 360 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated December 29, 2006 by and between the Company, as purchaser, and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account be issued pursuant to the Cash Collateral Agreement to be a pooling and servicing agreement, dated as of _______December 29, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ 2006 (the "Pooling and Servicing Agreement") ), among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITCompany, as Master Servicer depositor, U.S. Bank National Association, as trustee (the "CIT Consumer Finance" or Trustee"), and ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the "Master Servicer") and as securities administrator (the "Securities Administrator"). The Mortgage Loans and other assets of the Trust Offered Certificates will be sold by CIT Consumer Finance to issued in the Seller pursuant to a denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated December 29, 2006, by and between BAS, as of_________purchaser, 199_ and the Company (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller are collectively referred to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated herein as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Basic Documents." Capitalized terms used herein and that are not otherwise defined shall herein have the meanings given them assigned thereto in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Banc of America Funding 2006-J Trust)
Introductory. The CIT Group Securitization Corporation IIICredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ form one or more real estate mortgage investment conduits (the "Trust") ), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C1 (such series of securities, the "Series 2004-C1 Securities"). The Depositor further proposes, subject to issue the terms and conditions stated in this underwriting agreement (this "Agreement"), to sell $_________ principal amount to you, as underwriters (the "Underwriters" and, individually, an "Underwriter"), those classes of its ____% Asset Backed Certificates the Series 2004-C1 Securities as are identified on Schedule I hereto (the classes of securities identified on Schedule I hereto, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates are registered under will be specified in the registration statement referred to in Section 2(aProspectus (as defined herein). The assets property of the Trust include, among other things, will consist of a pool of 262 fixed rate mortgage loans (the "Initial Mortgage Loans") loans, secured by residential 283 multifamily and commercial properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loanscollectively, the "Mortgage Loans") secured that will be purchased by residential properties financed thereby the Depositor from Column Financial, Inc. (the "Subsequent Mortgaged Properties;Column Mortgage Loan Seller"), PNC Bank, National Association (the "PNC Bank Mortgage Loan Seller"), KeyBank National Association (the "KeyBank Mortgage Loan Seller") and NCB, FSB (the "NCB Mortgage Loan Seller" and together with the Initial Mortgaged PropertiesColumn Mortgage Loan Seller, the PNC Bank Mortgage Loan Seller and the KeyBank Mortgage Loan Seller, the "Mortgaged PropertiesMortgage Loan Sellers") ), pursuant to be conveyed to those certain Mortgage Loan Purchase Agreements, each dated as of February 26, 2004 (the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates"Mortgage Loan Purchase Agreements"), and will (except in two cases) be serviced by Midland Loan Services, Inc., KeyCorp Real Estate Capital Markets, Inc. and NCB, FSB as master servicers (collectively, the other property "Master Servicers"), and Lennar Partners, Inc. and National Consumer Cooperative Bank as special servicer (together, the proceeds thereof to be conveyed to the Trust "Special Servicers"), pursuant to the that certain Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") ), dated as of March 11, 2004, by and among the SellerDepositor, the Trustee Master Servicers, the Special Servicers and The CIT Group/Consumer FinanceWells Fargo Bank, Inc., a wholly-owned subsidiary of CITN.A., as Master Servicer trustee (▇▇▇ "CIT Consumer Finance" or Trustee") and custodian, and certain related property to be conveyed to the Trust by the Depositor (the "Master ServicerTrust Fund"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance transferred to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, and the Certificates will be issued pursuant to the Pooling and Servicing Agreement. Capitalized The offering of the Certificates made pursuant to the Registration Statement (as defined below) will be made through you as underwriters. Schedule I shall specify the principal or notional balance of each class of the Certificates to be issued and any terms used herein and thereof not otherwise defined shall have the meanings given them specified in the Pooling and Servicing Agreement, the classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of Certificates to be purchased by you and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Seller and CIT Consumer Finance hereby agree with offering of the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Certificates will be governed by this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (CSFB Mort Sec Corp Comm Mort Pas THR Certs Sers 2004 C1)
Introductory. The CIT Group Securitization Corporation IIIConn’s Receivables Funding 2016-B, a Delaware corporation LLC (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT"“Issuer”) proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ 391,840,000 aggregate principal amount of its ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2016-B (the "Certificates"“Class A Notes”), and $111,960,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2016-B (the “Class B Notes” and, together with the Class A Notes, the “Purchased Notes”) to you as initial purchasers (the “Initial Purchasers”). The Certificates are registered under Purchased Notes, together with the registration statement referred $48,980,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2016-B (the “Class C Notes”) and the Asset Backed Class R Notes, Series 2016-B (the “Class R Notes” and, collectively with the Purchased Notes and the Class C Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of October 6, 2016 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of October 6, 2016 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in Section 2(asuch capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2016-B Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of October 6, 2016 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust include, among other things, a pool will consist primarily of mortgage loans certain retail installment sales contracts (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, L.P. (the "Initial Mortgaged Properties"), “Seller”) and certain monies received thereunder on or after ___________, 199_, amounts deposited in related rights. The Receivables Trust Certificate will be sold to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement terms of a Purchase and Sale Agreement, to be dated as of _______October 6, 199_ 2016 (the "Cash Collateral “Purchase and Sale Agreement") ”), between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Depositor and the Pooling Issuer. The Class C Notes and Servicing Agreement the Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (as defined below), additional mortgage loans (i) by the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Seller to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust Depositor pursuant to the Pooling and Servicing Agreement a Receivables Purchase Agreement, to be dated as of __________October 6, 199_ 2016 (the "Pooling “First Receivables Purchase Agreement”), between the Seller and Servicing Agreement"the Depositor, and (ii) among by the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Depositor to the Seller Receivables Trust pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Receivables Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________October 6, 199_ 2016 (the "CITSF “Second Receivables Purchase Agreement") ”), between CITSF the Depositor and CIT Consumer Financethe Receivables Trust. The Master Servicer Receivables will service be serviced for the Mortgage Loans on behalf of the Receivables Trust by Conn Appliances pursuant to the Pooling and terms of a Servicing Agreement. The Certificates, each representing a fractional undivided interest in to be dated as of October 6, 2016 (the “Servicing Agreement”), among the Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will be issued act as the back-up servicer of the Receivables pursuant to the Pooling and terms of a Back-Up Servicing Agreement, to be dated as of October 6, 2016 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2015-A Trust, the Conn’s Receivables 2016-A Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will also enter into an Intercreditor Agreement, to be dated as of October 6, 2016 (the “Intercreditor Agreement”), with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used herein and but not otherwise defined herein shall have the meanings given them set forth in the Pooling Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be October 6, 2016, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to 4:10 p.m. New York City time on September 28, 2016 (i.e., the date and time the first Contract of Sale (as defined below) for the Purchased Notes (the “Time of Sale”) was entered into, as designated by the Initial Purchasers), the Issuer had prepared (i) (x) the Preliminary Offering Memorandum (subject to completion), dated September 21, 2016 (dated September 21, 2016, as supplemented by the Preliminary Offering Memorandum (subject to completion), dated September 27, 2016 (together, the “Preliminary Offering Memorandum”), (ii) the CONN 2016-B ABS Investor Presentation, dated September 21, 2016 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “CSFCONN_2016B.sss” (the “Data File”), (v) the Microsoft Excel file entitled “CONN 2016-B_Static Pool Appendix A.xlsx” (the “Static Pool Appendix File”), (vi) the Microsoft Excel file entitled “CONN 2016-B_Static Pool Historical CGL.xlsx” (the “Static Pool Historical File”), (vii) the Microsoft Excel file entitled “CONN 2016-B OM Strats_8.31.2016_v01.xlsx” (the “OM Strats File”), (viii) the Microsoft Excel file entitled “CONN 2016-B Exhibit D Replines_8.31.2016_v01.xlsx” (the “Replines File”), and (ix) the Conn’s, Inc. ABS Investor Presentation, dated September 17, 2016 (the “Non-Deal Road Show” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data, the Data File, the Static Pool Appendix File, the Static Pool Historical File, the OM Strats File and Replines File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Seller Depositor will prepare and CIT Consumer Finance deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the several Underwriters named offering and resale of the Purchased Notes by the Initial Purchasers in Schedule I hereto (accordance with the "Underwriters") as follows:terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. The CIT Group Securitization Corporation IIICNH Capital Receivables LLC, a Delaware corporation limited liability company (the "“Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan CNH Equipment Trust 19__-_ 200X-Y (the "“Trust"”) to issue and sell $_________ $ principal amount of its ____% Asset Backed Certificates (the "“Certificates"”). The Certificates , each representing a fractional undivided interest in the Trust, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are registered under acting as representatives (the registration statement referred to in Section 2(a“Representatives”). The assets of the Trust include, among other things, [a pool of mortgage fixed rate retail installment sale contracts, retail installment loans and consumer installment loans] (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby ([new or used agricultural, construction or other equipment] and the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited related security interests in the Pre-Funding Account and Capitalized Interest Account equipment financed thereby. The Receivables were sold to the right Trust by the Seller. The Receivables are serviced for the Trust by New Holland Credit Company, LLC, a Delaware limited liability company (“New Holland”). New Holland has appointed [Systems & Services Technologies, Inc. (“SST”)] to receive payments under certain circumstances from funds deposited in act as backup servicer, of the Cash Collateral Account Receivables pursuant to the Cash Collateral Backup Servicing Agreement, dated as of [Month Day], 200X (as amended and supplemented from time to time, the “Backup Servicing Agreement”) among the Seller, New Holland, as servicer, the Trust, [SST], as backup servicer, and the Indenture Trustee. The Certificates will be issued pursuant to the Trust Agreement to be dated as of _______[Month Day], 199_ 200X (as amended and supplement from time to time, the “Trust Agreement”), between the Seller, as Depositor, and [Wilmington Trust Company], as trustee (the "Cash Collateral “Trust Trustee”). Simultaneously with the issuance and sale of the Certificates as contemplated in this Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] Trust will issue $ principal amount of % Class A-1 Asset Backed Notes (the "Cash Collateral Depositor"“A-1 Notes”), $ principal amount of % Class A-2 Asset Backed Notes (the “A-2 Notes”); $ principal amount of % Class A-3 Asset Backed Notes (the “A-3 Notes”); $ principal amount of % Class A-4a Asset Backed Notes (the “A-4a Notes”) and the Pooling and Servicing Agreement (as defined below), additional mortgage loans $ principal amount of Floating Rate Class A-4b Asset Backed Notes (the "Subsequent Mortgage Loans;" and “A-4b Notes”, together with the Initial Mortgage LoansA-4a Notes, the "Mortgage Loans"“A-4 Notes”) secured by residential properties financed thereby and $ principal amount of % Class B Notes (the "Subsequent Mortgaged Properties;" “Class B Notes”, and collectively, the A-1 Notes, the A-2 Notes, the A-3 Notes, the A-4 Notes and the Class B Notes, the “Notes”), to be sold pursuant to an underwriting agreement dated the date hereof (the “Note Underwriting Agreement”; together with the Initial Mortgaged Propertiesthis Agreement, the "Mortgaged Properties"“Underwriting Agreements”) to be conveyed to among the Trust subsequent to the date of issuance Seller, CNHCA and you, as representative of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, several Underwriters named in Schedule I thereto. The Notes and the other property Certificates are sometimes referred to collectively herein as the “Securities.” Capitalized terms used and not otherwise defined herein shall have the proceeds thereof meanings ascribed to be conveyed to them in the Trust pursuant to the Pooling Sale and Servicing Agreement to be dated as of __________[Month Day], 199_ 200X (the "Pooling as amended and Servicing Agreement") among the Sellersupplemented from time to time, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the “Sale and Servicing Agreement. Certain of ”), among the Mortgage Loans and other property sold by CIT Consumer Finance to Trust, the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financingand New Holland, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase as servicer, or, if not defined therein, in the Indenture or the Trust Agreement to be dated as of _________[Month Day], 199_ 200X (as amended and supplemented from time to time, the “Trust Agreement”), between the Seller and [Wilmington Trust Company], as trustee (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:“Trustee”).
Appears in 1 contract
Sources: Underwriting Agreement (CNH Capital Receivables LLC)
Introductory. The CIT Group Securitization Corporation IIIKey Bank USA, National Association, a Delaware corporation national banking association (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity KeyCorp Student Loan Trust 19__-_ 1999-A (the "Trust") to issue and sell $__________ principal amount of its Floating Rate Asset Backed Notes (the "Class A-1 Notes"), $____% _______ principal amount of its Floating Rate Class A-2 Asset Backed Certificates Notes (the "CertificatesClass A-2 Notes" and together with the Class A-1 Notes, the "Notes"). The Certificates , to the underwriters named in Schedule I hereto (the "Underwriters"), for whom you (the "Representative") are registered under the registration statement referred to in Section 2(a)acting as representative. The assets of the Trust include, among other things, a pool of mortgage law school, medical school, dental school, graduate business school and other graduate school student loans (the "Initial Mortgage Financed Student Loans") secured by residential properties financed thereby and certain monies due hereunder on and after January 1, 1999 (the "Initial Mortgaged PropertiesCutoff Date"). The Notes will be secured by a group of Financed Student Loans reinsured by the United States Department of Education ("Financed Federal Loans") and by a group of Financed Student Loans that are not reinsured by the United States Department of Education ("Financed Private Loans"). Financed Student Loans were sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust by the Seller and are to be serviced by Pennsylvania Higher Education Assistance Agency, an agency of the Commonwealth of Pennsylvania ("PHEAA" and, in its capacity as a servicer, "Servicer") and EFS Services, Inc., a wholly-owned subsidiary of EFS, Inc. of Indiana ("EFS" or a "Servicer"). The Notes will be issued pursuant to the Indenture to be dated as of January 1, 1999 (as amended and supplemented from time to time, the "Indenture"), between the Trust and certain monies received thereunder on or after Bankers Trust Company, a New York banking corporation (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as _ principal amount of _______, 199_ its Floating Rate Class B Asset Backed Certificates (the "Cash Collateral Certificates"), representing a fractional undivided ownership interest in the Trust, which will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Seller and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing AgreementRepresentative. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Appendix A hereto.
Appears in 1 contract
Sources: Note Underwriting Agreement (Key Bank Usa National Association)
Introductory. The CIT Group Securitization Corporation IIISignet Bank, a Delaware Virginia banking corporation ------------ ("Signet" or the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Signet Student Loan Trust 19__-_ 1996-A (the "Trust") to issue and sell $_________ [ ] principal amount of its ____% Floating Rate Asset Backed Certificates (the "Certificates"). The Certificates ) to the underwriters named in Schedule I hereto (the "Underwriters") for whom you (the "Representative") are registered under the registration statement referred to in Section 2(a)acting as representative. The assets of the Trust include, among other things, a pool of mortgage student loans (the "Initial Mortgage Financed Student Loans") secured by residential properties financed thereby and certain monies due thereunder on and after [ ], 1996 (the "Initial Mortgaged PropertiesCutoff Date"), and certain monies received thereunder . Such Initial Financed Student Loans will be sold to the Eligible Lender Trustee (as defined below) on or after ___________, 199_, amounts deposited in behalf of the Pre-Funding Account and Capitalized Interest Account Trust by the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Seller pursuant to the Cash Collateral Agreement to be a sale agreement, dated as of _______[ ], 199_ 1996 (the "Cash Collateral Loan Sale Agreement") between among the Trust, the TrusteeSeller and The First National Bank of Chicago, the Master Servicer and [The Dai-Ichi Kangyo Banka national banking association, Limited, New York Branch] as eligible lender trustee (the "Cash Collateral DepositorEligible Lender Trustee") and ). Under certain circumstances after the Pooling and Servicing Agreement Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, may acquire additional mortgage student loans (the "Subsequent Mortgage Additional Acquired Student Loans;" and ", together with the Initial Mortgage Financed Student Loans, the "Mortgage Financed Student Loans") secured ). The Financed Student Loans are to be serviced by residential properties financed thereby Signet as master servicer (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged PropertiesMaster Servicer") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be a master servicing agreement, dated as of __________[ ], 199_ 1996 (the "Pooling and Master Servicing Agreement") among the SellerTrust, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or and the "Master Servicer")Eligible Lender Trustee. The Mortgage Loans and other assets of the Trust Certificates will be sold by CIT Consumer Finance to the Seller issued pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement trust agreement to be dated as of _________[ ], 199_ 1996 (the "CITSF Purchase Trust Agreement"), among the Seller, as Depositor, Signet Student Loan Corporation, a Virginia corporation (the "Company"), and the Eligible Lender Trustee. An individual residing in Delaware will be appointed as a co-trustee under the Trust Agreement pursuant to a co-trustee agreement, dated as of [ ], 1996 (the "Co-Trustee Agreement"), between such individual and the Eligible Lender Trustee. Simultaneously with the issuance and sale of the Certificates as contemplated herein, the Trust will issue $[ ] principal amount of its Floating Rate Class A-1 Asset Backed Notes and $[ ] principal amount of its Floating Rate Class A-2 Asset Backed Notes (collectively, the "Notes"). The Notes will be sold pursuant to an underwriting agreement dated the date hereof (the "Note Underwriting Agreement") between CITSF the Seller and CIT Consumer Financethe Underwriters. The Master Servicer will service Notes and the Mortgage Loans on behalf of Certificates are hereinafter referred to collectively as the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. "Securities." Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Appendix A hereto.
Appears in 1 contract
Sources: Certificate Underwriting Agreement (Signet Bank Maryland)
Introductory. The CIT Group Securitization Corporation IIIIssuer will be a common law trust formed pursuant to a Trust Agreement, a Delaware corporation to be dated as of March 1, 2001 (the "SellerTrust Agreement") ), between the Bank and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings--------------- Bankers Trust Company, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ as owner trustee (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "CertificatesOwner Trustee"). The Certificates are registered under Notes will ------------- be issued pursuant to a Master Indenture, to be dated as of March 1, 2001 (the registration statement referred "Master Indenture"), between the Issuer and The Bank of New York, as indenture ----------------- trustee (the "Indenture Trustee"), as supplemented by the Series 2001-A ----------------- Indenture Supplement with respect to the Notes to be dated as of March 1, 2001 (the "Indenture Supplement," and together with the Master Indenture, the -------------------- "Indenture"). ---------- Initially, the primary asset of the Issuer will be a certificate (the "Collateral Certificate") representing a beneficial interest in Section 2(athe assets held ----------------------- in the First Consumers Master Trust ("FCMT"), issued pursuant to the Amended and ---- Restated Pooling and Servicing Agreement, dated as of February 1, 1999 (as heretofore amended, the "Amended and Restated Pooling and Servicing ------------------------------------------ Agreement"), among the Bank and The Bank of New York (successor-in-interest to --------- the corporate trust administration of ▇▇▇▇▇▇ Trust and Savings Bank), as trustee (the "FCMT Trustee"), and the Collateral Series Supplement, to be dated as of ------------ March 1, 2001, to the Amended and Restated Pooling and Servicing Agreement (the "Collateral Supplement" and together with the Amended and Restated Pooling and --------------------- Servicing Agreement, the "PSA"). The assets of the Trust FCMT include, among other things, --- certain amounts due (the "Receivables") on a pool of mortgage loans private label credit card ----------- accounts (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesAccounts"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in . -------- The Receivables are transferred by the Pre-Funding Account and Capitalized Interest Account the right Bank to receive payments under certain circumstances from funds deposited in the Cash Collateral Account FCMT pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer Amended and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Restated Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Collateral Certificate will be issued transferred by the Bank to the Issuer pursuant to the Pooling Transfer and Servicing Agreement, to be dated as of March 1, 2001 (the "Transfer and Servicing ---------------------- Agreement"), among the Bank, as Seller and Servicer, and the Issuer. Capitalized --------- The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, to be dated as of March 1, 2001 (the "Administration Agreement"), between the Bank, as ------------------------ administrator (in such capacity, the "Administrator"), and the Issuer. The ------------- Transfer and Servicing Agreement, the PSA, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Transaction Documents." ---------------------- This Underwriting Agreement is referred to herein as this "Agreement." To --------- the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing AgreementTransaction Documents. The Seller Class C Notes will be sold pursuant to a Class C Note Purchase Agreement, to be dated as of March 2001, among the Issuer, the Bank and CIT Consumer Finance the initial purchaser of the Class C Notes named therein. The Bank and Spiegel, Inc. ("Spiegel") hereby agree agree, severally and not ------- jointly, with the several Underwriters named in underwriters for the Class A Notes listed on Schedule I A hereto ---------- (the "Class A Underwriters") and the underwriters for the Class B Notes listed -------------------- on Schedule A hereto (the "Class B Underwriters" and together with the Class A ---------- -------------------- Underwriters, the "Underwriters") as follows:: ------------
Appears in 1 contract
Sources: Underwriting Agreement (First Consumers Master Trust)
Introductory. The CIT Group Securitization Corporation IIIToyota Leasing, Inc., a Delaware California corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesTransferor"), and certain monies received thereunder on or after ___________Toyota Motor Credit Corporation, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ a California corporation (the "Cash Collateral AgreementTMCC") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" hereby confirm their respective agreements with you and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance each of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), with respect to the sale by the Transferor to the Underwriters of $[ ] aggregate principal amount of [ ]% Auto Lease Asset Backed Certificates, Class A-1 (the "Class A-1 Certificates"), $[ ] aggregate principal amount of [ ]% Auto Lease Asset Backed Certificates, Class A-2 (the "Class A-2 Certificates") and $[ ] aggregate principal amount of [ ]% Auto Lease Asset Backed Certificates, Class A-3 (the "Class A-3 Certificates") and, together with the Class A-1 Certificates and the Class A-2 Certificates, the "Class A Certificates") of the Toyota Auto Lease Trust 1998-B (the "Securitization Trust") under the terms and conditions herein contained. Simultaneously with the issuance of the Class A Certificates, the Transferor will cause the Trust to issue $[ ] aggregate principal amount of [ ]% Auto Lease Asset Backed Certificates, Class B (the "Class B Certificates" and, together with the Class A Certificates, the "Investor Certificates"). The Investor Certificates will be issued pursuant to a securitization trust agreement, dated as follows:of [ ], 1998 (the "Securitization Trust Agreement"), between the Transferor and [ ], as trustee (in such capacity, the "Securitization Trustee"). The Investor Certificates will represent undivided interests in the Securitization Trust. The Transferor will own the undivided interest in the Securitization Trust not evidenced by the Investor Certificates (the "Transferor Interest"). The Class B Certificates will be subordinated to the Class A Certificates, and the certificate evidencing the Transferor Interest (the "Transferor Certificate" and, together with the Investor Certificates, the "Certificates") will be subordinated to the Investor Certificates, in each case to the extent described in the Securitization Trust Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Securitization Trust Agreement. The property of the Securitization Trust will consist primarily of a certificate representing substantially all of a special unit of beneficial interest (the "1998-B SUBI"), which, in turn, will evidence a beneficial interest in certain specified assets of Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), monies on deposit in the SUBI Collection Account, and the right to receive payments from the Reserve Fund in certain circumstances (collectively, the "1998-B SUBI Assets"). The assets of the Titling Trust (the "Titling Trust Assets") will consist primarily of retail closed-end lease contracts assigned to the Titling Trust by motor vehicle dealers pursuant to dealer agreements with the Titling Trust, the automobiles and light duty trucks relating thereto and the proceeds thereof, and payments made under certain insurance policies relating to such lease contracts, the related lessees or such leased vehicles. The 1998-B SUBI Insurance Certificate, representing interests in certain residual value insurance policies that are part of the 1998-B SUBI, will not be property of the Securitization Trust. The Titling Trust is expected to invest certain collections on the Contracts and Leased Vehicles in certain demand notes ("TMCC Demand Notes") issued by TMCC pursuant to an indenture (the "Indenture") dated as of August ___, 1998, between TMCC and [ ], as trustee (in such capacity, the "Indenture Trustee"). The 1998-B SUBI (other than interests in certain Residual Value Insurance Policies) will be evidenced by a certificate (the "1998-B SUBI Certificate") issued to TMCC by the Titling Trust pursuant to the 1998-B Supplement (the "1998-B SUBI Supplement") dated August ___, 1998, to the Amended and Restated Trust and Servicing Agreement (the "Titling Trust Agreement") dated as of October 1, 1996, in each case, among TMCC, as grantor, initial beneficiary and servicer, TMTT, Inc., as trustee (the "Titling Trustee") and [ ], as trust agent (in such capacity, the "Trust Agent"). TMCC will transfer the 1998-B SUBI Certificate to the Transferor pursuant to the 1998-B SUBI Certificate Purchase and Sale Agreement between them (the "1998-B SUBI Certificate Sale Agreement"). The 1998-B SUBI Certificate will be transferred and assigned by the Transferor to the Securitization Trustee pursuant to the Securitization Trust Agreement. The Titling Trust Assets (including the 1998-B SUBI Assets) will be serviced by TMCC pursuant to the Titling Trust Agreement and the Series 1998-B SUBI Servicing Supplement to the Titling Trust Agreement dated as of August ___, 1998 (the "1998-B SUBI Servicing Supplement") among the Titling Trustee, TMCC and the Transferor. The Securitization Trust Agreement, the Titling Trust Agreement, the 1998-B SUBI Supplement, the 1998-B SUBI Servicing Supplement, the 1998-B SUBI Certificate Sale Agreement, the UTI Supplement (as defined herein), the Indenture and the TMCC Demand Notes are referred to herein collectively as the "Basic Agreements".
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIICredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "SellerDEPOSITOR") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ form a commercial mortgage trust (the "TrustTRUST") ), which will issue, in multiple classes, securities entitled Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-CKN2. The Depositor further proposes, subject to issue the terms and conditions stated in this underwriting agreement (this "AGREEMENT"), to sell $_________ principal amount to the underwriters named in SCHEDULE I hereto (each, an "UNDERWRITER" and, collectively, the "UNDERWRITERS"; PROVIDED, HOWEVER, that if you are the only underwriter named in SCHEDULE I hereto, then the terms "Underwriter" and "Underwriters" shall refer solely to you), for whom you act as representative (in such capacity, the "REPRESENTATIVE"), those classes of its ____% Asset Backed Certificates such securities as are identified on SCHEDULE II hereto (the classes of securities identified on SCHEDULE II hereto, collectively, the "CertificatesCERTIFICATES"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates are registered under will be specified in the registration statement referred to Prospectus (as defined in Section 2(aSECTION 2(c)). The assets of the Trust include(all such assets collectively, among other things, the "TRUST FUND") will consist primarily of a segregated pool of multifamily and commercial mortgage loans (collectively, the "Initial Mortgage LoansMORTGAGE LOANS") that will be purchased by the Depositor from Column Financial, Inc. ("COLUMN"), KeyBank National Association ("KEYBANK"), National Consumer Cooperative Bank ("NCB"), NCB Capital Corporation ("NCBCC") and NCB, FSB (together with Column, Keybank, NCB and NCBCC, the "MORTGAGE LOAN SELLERS"), respectively, pursuant to separate mortgage loan purchase agreements dated as of May 2, 2002 (each, a "MORTGAGE LOAN PURCHASE AGREEMENT"). The Trust will be created, the Mortgage Loans will be transferred to the Trust, and the Certificates will be issued, pursuant to a pooling and servicing agreement dated as of May 13, 2002 (the "POOLING AND SERVICING AGREEMENT"), among the Depositor, Key Corp Real Estate Capital Markets, Inc. d/b/a Key Commercial Mortgage, as master servicer for the Mortgage Loans that are not secured by residential cooperative properties financed thereby (in such capacity, the "Initial Mortgaged PropertiesGENERAL MASTER SERVICER"), ARCap Special Servicing, Inc., as special servicer for the Mortgage Loans that are not secured by residential cooperative properties (in such capacity, the "GENERAL SPECIAL SERVICER"), NCB, FSB, as master servicer for the Mortgage Loans that are secured by residential cooperative properties (in such capacity, the "CO-OP MASTER SERVICER"), NCB, as special servicer for the Mortgage Loans that are secured by residential cooperative properties (in such capacity, the "CO-OP SPECIAL SERVICER"), and certain monies received thereunder on or after ___________▇▇▇▇▇ Fargo Bank Minnesota, 199_N.A., amounts deposited as trustee (in such capacity, the Pre-Funding Account and Capitalized Interest Account "TRUSTEE"). The offering of the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Certificates made pursuant to the Cash Collateral Registration Statement (as defined in SECTION 2(a)) will be made through the Underwriters. This Agreement provides for the sale of the Certificates to, and the purchase and offering thereof by, the Underwriters. SCHEDULE I sets forth the aggregate amount of each class of Certificates that is to be dated as purchased by each Underwriter. SCHEDULE II sets forth the classes of _______, 199_ (the "Cash Collateral Certificates subject to this Agreement") between the Trust, the Trustee, principal balance of each class of the Master Servicer Certificates to be issued and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and any terms thereof not otherwise specified in the Pooling and Servicing Agreement (as defined below), additional mortgage loans (and the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance price at which each class of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof is to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance the Underwriters from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer FinanceDepositor. The Master Servicer will service the Mortgage Loans on behalf offering of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Certificates will be issued pursuant to the Pooling and Servicing governed by this Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ [ ] principal amount of its ____% Class A Series [20 - ] Asset Backed Certificates Notes (the "Certificates")“Notes”) to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of September 23, 2016 (collectively, the registration statement referred “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to in Section 2(aa Second Amended and Restated Master Indenture, dated as of September 23, 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series [20 - ] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”). The Receivables are transferred to the Issuer pursuant to the Second Amended and Restated Transfer and Servicing Agreement, dated as of September 23, 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the “Bank”), as servicer (the “Servicer”) and the Issuer. The Receivables transferred to the Issuer by the Transferor are acquired by the Transferor from the Bank pursuant to the Second Amended and Restated Receivables Purchase Agreement, dated as of September 23, 2016 (as amended, the “Receivables Purchase Agreement”), between the Transferor and the Bank. The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Second Amended and Restated Administration Agreement, dated as of September 23, 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [Issuer. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (as “originator” for purposes of the "Cash Collateral Depositor") and the Pooling and Servicing Agreement EU Retention Rules (as defined below), additional mortgage loans will also make certain representations, warranties and covenants to the Issuer in connection with the EU Retention Rules (with the Indenture Trustee as a third party beneficiary solely for the purpose of obtaining the benefits of those representations, warranties and covenants), on an ongoing basis for so long as the tranche of Notes to which this Agreement applies is outstanding, pursuant to a Risk Retention Agreement, dated on or about the Closing Date (as amended, the “Risk Retention Agreement”), among the Bank, the Transferor and the Issuer. As used in this paragraph, “EU Retention Rules” refers, collectively, to Articles 5 and 6 of Regulation (EU) 2017/2402, together with any relevant regulatory technical standards adopted by the European Commission and any guidance published by the European Union supervisory authorities with respect thereto or to precedent legislation, each as in effect and applicable on the Closing Date. The Receivables (and the related accounts) will be subject to review by FTI Consulting, Inc. (the "Subsequent Mortgage Loans;" “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and together warranties made about the Receivables, in accordance with the Initial Mortgage LoansAsset Representations Review Agreement, dated as of September 23, 2016 (as amended or supplemented from time to time, the "Mortgage Loans") secured by residential properties financed thereby (“Asset Representations Review Agreement”), among the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged PropertiesIssuer, the "Mortgaged Properties") to be conveyed to Transferor, the Trust subsequent to the date of issuance of the Certificates Bank, in its capacity as RPA Seller and certain monies received thereunder on or after their respective subsequent cutoff datesas Servicer, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling Asset Representations Reviewer. The Transfer and Servicing Agreement") among the Seller, the Trustee Receivables Purchase Agreement, the Indenture, the Trust Agreement, the Administration Agreement, the Risk Retention Agreement and The CIT Group/Consumer Financethe Asset Representations Review Agreement are referred to herein, Inc., a wholly-owned subsidiary of CITcollectively, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement.” To the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________extent not defined herein, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Funding LLC)
Introductory. The CIT Group Securitization Corporation IIICredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ form a commercial mortgage trust (the "Trust") ), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2001-CK3, certain classes of which securities the Depositor proposes to issue and sell $_________ principal amount to you hereunder (such classes of its ____% Asset Backed Certificates (such securities to be sold hereunder, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates are registered under will be specified in the registration statement referred Prospectus (as defined herein). The property of the Trust will consist of a pool of 169 mortgage loans (collectively, the "Mortgage Loans") that will be purchased by the Depositor from Column Financial, Inc. ("Column"), KeyBank National Association ("KeyBank") and First Union National Bank ("First Union" and, collectively with Column and Key Bank, the "Mortgage Loan Sellers"), respectively, pursuant to in Section 2(aseparate Mortgage Loan Purchase Agreements (each, a "Mortgage Loan Purchase Agreement"). The assets of the Trust include, among other things, a pool of mortgage loans (are collectively referred to herein as the "Initial Trust Fund". The Mortgage Loans") secured by residential properties financed thereby (Loans will be transferred to the "Initial Mortgaged Properties")Trust, and certain monies received thereunder on or after ___________the Certificates will be issued, 199_respectively, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be a Pooling and Servicing Agreement, dated as of _______June 1, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ 2001 (the "Pooling and Servicing Agreement") ), among the SellerDepositor, the Trustee and The CIT GroupKeyCorp Real Estate Capital Markets, Inc. d/Consumer Finance, Inc., b/a wholly-owned subsidiary of CITKey Commercial Mortgage, as Master Servicer master servicer ("CIT Consumer Finance" or in such capacity, the "Master Servicer") and special servicer (in such capacity, the "Special Servicer"), and ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). The Mortgage Loans and other assets offering of the Trust Certificates made pursuant to the Registration Statement (as defined herein) will be sold by CIT Consumer Finance to made through you as underwriters. This Agreement provides for the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated sale of such Certificates to, and the purchase and offering thereof by, you, as of_________, 199_ underwriters (the "Purchase AgreementUnderwriters" and, each of you individually, an ") between CIT Consumer Finance and Underwriter"). Schedule I shall specify the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain principal balance of each class of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement Certificates to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF issued and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized any terms used herein and thereof not otherwise defined shall have the meanings given them specified in the Pooling and Servicing Agreement, the classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Depositor and the aggregate amount of Certificates to be purchased by you. The Seller and CIT Consumer Finance hereby agree with offering of the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Certificates will be governed by this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Commercial Mortgage Pass Through Ser 2001-Ck3)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation FNANB Credit Card Master Note Trust (the "SellerNote Trust") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc.issues, a Delaware corporation ("CIT") proposes from time to cause CIT Home Equity Loan Trust 19__-_ time, asset backed securities (the "TrustNotes") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates in one or more series (the each, a "CertificatesSeries"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets property of the Trust include, among other things, consists of a pool of mortgage loans collateral certificate representing an interest in the FNANB Credit Card Master Trust (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Certificate Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets property of the Certificate Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ includes receivables (the "Purchase AgreementReceivables") between CIT Consumer Finance generated from time to time in a portfolio of credit card accounts (the "Accounts"), collections thereon and certain related property (collectively, the Seller, and finally by the Seller "Trust Property") conveyed to the Certificate Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales FinancingDC Funding International, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase AgreementTransferor") between CITSF and CIT Consumer Finance). The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant Notes to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, which this agreement applies will be issued pursuant to the Pooling Master Indenture, dated as of July [__], 2002 (as amended, supplemented or otherwise modified from time to time, the "Master Indenture"), between the Note Trust and Servicing AgreementJPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), as supplemented by an indenture supplement relating to each series of such Notes (each, an "Indenture Supplement" and together with the Master Indenture, the "Indenture"). Capitalized To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them specified in the Pooling Master Indenture and Servicing the applicable Indenture Supplement. Each offering of the Notes to which this Agreement applies made pursuant to the Registration Statement (as herein defined) will be made through you or through you and other underwriters for whom you are acting as representative or through an underwriting syndicate managed by you. Whenever the Transferor determines to make such an offering of Notes to which this Agreement shall apply, it will enter into an agreement (a "Terms Agreement. The Seller ") providing for the sale of such Notes to, and CIT Consumer Finance hereby the purchase and offering thereof by, (i) you, (ii) you and such other underwriters (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) who execute such Terms Agreement and agree with thereby to become obligated to purchase Notes from the several Underwriters named Transferor or (iii) you and such other underwriters, if any, selected by you (such other underwriters to be approved by the Transferor, which approval shall not be unreasonably withheld) as have authorized you to enter into such Terms Agreement on their behalf (in Schedule I hereto (each case, the "Underwriters"). (It is understood that the Transferor shall not be obligated to sell any particular Series or Class of Notes offered pursuant to the Registration Statement to you or you and other Underwriters.) Execution of a Terms Agreement by the Transferor shall be conclusive evidence of the Transferor's approval of all Underwriters named therein. Such Terms Agreement shall specify the initial principal amount of the Notes of each Series and Class of the Notes to be issued and their terms not otherwise specified in this Agreement, the price at which such Notes are to be purchased by the Underwriters from the Transferor, the aggregate amount of Notes to be purchased by you 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 Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written communication between or among the Underwriters and the Transferor. Each such offering of the Notes for which a Terms Agreement is entered into will be governed by this Agreement, as follows:supplemented by such Terms Agreement, and this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Underwriters participating in the offering of such Notes.
Appears in 1 contract
Sources: Underwriting Agreement (Fnanb Credit Card Master Trust)
Introductory. The CIT Group Securitization Corporation IIICaterpillar Financial Funding Corporation, a Delaware Nevada corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings“Depositor”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Caterpillar Financial Asset Trust 19__-20__-_ (the "Trust"“Issuing Entity”) to issue and sell $__________ aggregate principal amount of its _[Class A-1 ___% Asset Backed Certificates Notes (the "Certificates"“Class A-1 Notes”). The Certificates are registered under the registration statement referred to in Section 2(a). The assets , $__________ aggregate principal amount of the Trust include, among other things, a pool of mortgage loans Class A-2 ___% Asset Backed Notes (the "Initial Mortgage Loans") secured by residential properties financed thereby “Class A-2 Notes”), $__________ aggregate principal amount of Class A-3 ___% Asset Backed Notes (the "Initial Mortgaged Properties"“Class A-3 Notes”) and $__________ aggregate principal amount of Class A-4 ___% Asset Backed Notes (the “Class A-4 Notes,” together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”) and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”)] [Class B ___% Asset Backed Notes (the “Class B Notes”) and certain monies received thereunder on or after to sell the Class B Notes to ____________ (the “Underwriter”)]. The assets of the Issuing Entity will include, 199_among other things, amounts deposited a pool of fixed-rate retail installment sale contracts and finance leases (the “Receivables”) secured by new and used machinery manufactured primarily by Caterpillar Inc. (“Caterpillar”), including rights to receive certain payments with respect to such Receivables, and security interests in the Pre-Funding Account machinery financed by the Receivables (the “Financed Equipment”), and Capitalized Interest Account the right proceeds thereof. The Receivables will be transferred to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuing Entity by the Depositor. The Receivables will be serviced for the Issuing Entity by Caterpillar Financial Services Corporation, a Delaware corporation (the “Servicer” or “CFSC”). The Notes will be issued pursuant to the Cash Collateral Agreement Indenture to be dated as of [DATE] (as amended and supplemented from time to time, the “Indenture”), between the Issuing Entity and [Indenture Trustee], a [_______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below“Indenture Trustee”), additional mortgage loans (the "Subsequent Mortgage Loans;" and together . Simultaneously with the Initial Mortgage Loansissuance and sale of the Class [A] [B] Notes as contemplated herein, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of Issuing Entity will issue [$__________ aggregate principal amount of Class B _, 199_ __% Asset Backed Notes (the "Pooling and Servicing Agreement") among “Class B Notes,” together with the SellerClass A Notes, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"“Notes”). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of] [$_________, 199_ aggregate principal amount of Class A-1 ___% Asset Backed Notes (the "Purchase Agreement") between CIT Consumer Finance and the Seller“Class A-1 Notes”), and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of $_________, 199_ aggregate principal amount of Class A-2 ___% Asset Backed Notes (the "CITSF Purchase Agreement"“Class A-2 Notes”), $__________ aggregate principal amount of Class A-3 ___% Asset Backed Notes (the “Class A-3 Notes”) between CITSF and CIT Consumer Finance. The Master Servicer will service $__________ aggregate principal amount of Class A-4 ___% Asset Backed Notes (the Mortgage Loans on behalf “Class A-4 Notes,” together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes,” and together with the Class B Notes, the “Notes”)] and $__________ aggregate principal amount of Asset Backed Certificates (the Trust pursuant “Certificates,” together with the Notes sometimes referred to collectively herein as the Pooling and Servicing Agreement. The Certificates“Securities”), each such certificate representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing AgreementIssuing Entity. Capitalized terms used herein and not otherwise defined herein shall have the meanings given ascribed to them in the Pooling Sale and Servicing Agreement to be dated as of [DATE] (as amended and supplemented from time to time, the “Sale and Servicing Agreement. The Seller ”), among the Issuing Entity, the Depositor and CIT Consumer Finance hereby agree with the several Underwriters named Servicer or, if not defined therein, in Schedule I hereto the Indenture or the Trust Agreement to be dated as of [DATE] (as amended and supplemented from time to time, the “Trust Agreement”), between the Depositor and [Owner Trustee], a [___] as owner trustee under the Trust Agreement (the "Underwriters") as follows:“Owner Trustee”).
Appears in 1 contract
Sources: Note Underwriting Agreement (Caterpillar Financial Funding Corp)
Introductory. The CIT Group Securitization Corporation IIIRCL Trust 1996-1, a Delaware corporation business trust (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ sell to the several underwriters named on Schedule I attached hereto (the "TrustUnderwriters") to issue and sell $______ initial principal balance of ___% Class A-1 Asset Backed Senior Notes and $ ____ initial principal amount balance of its ____% Class A-2 Asset Backed Certificates Senior Notes (collectively, the "Senior Notes"), issued by Ford Credit Auto Lease Trust 1996-1 (the "CertificatesIssuer"). The Certificates are registered under Each Senior Note will be secured by the registration statement referred to in Section 2(a). The assets of the Issuer (the "Lease Trust Estate"), which include, among other things, a pool of mortgage loans certificates (the "Initial Mortgage LoansSeries 1996-1 Certificates") secured by residential properties financed thereby representing a 100% undivided beneficial interest in specified retail automobile and light truck leases (the "Initial Mortgaged PropertiesSeries 1996-1 Leases"), and certain monies received due thereunder on or after ___________, 199_1996 (the "Series 1996-1 Cut-Off Date"), amounts deposited in the Prerelated leased vehicles (the "Series 1996-Funding Account 1 Leased Vehicles") and Capitalized Interest Account all proceeds from the right sale of Series 1996-1 Leased Vehicles upon termination of the related Series 1996-1 Leases. The Series 1996-1 Leases are to receive payments under certain circumstances from funds deposited in be administered for the Cash Collateral Account Issuer by Ford Motor Credit Company (the "Administrative Agent" or "Ford Credit"). The Senior Notes will be issued pursuant to the Cash Collateral Agreement an Indenture to be dated as of November __, 1996 (the "Indenture"), between PNC Bank, Delaware (the "Lease Trustee"), on behalf 2 of the Issuer, and The Chase Manhattan Bank as Indenture Trustee (the "Indenture Trustee"). Simultaneously with the issuance and sale of the Senior Notes as contemplated herein, the Issuer will also issue $_______ initial principal balance of __% Asset Backed Subordinated Notes and $_ _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as initial principal balance of __________, 199_ % Asset Backed Lease Trust Certificates (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerLease Trust Certificates"). The Mortgage Loans , payments in respect of which are, to the extent specified in the Indenture and other assets the Lease Trust Agreement, subordinated to the rights of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain holders of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing AgreementSenior Notes. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Indenture. For purposes of this Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (, the "Underwriters") as follows:Basic Documents" mean, collectively, the Indenture, the FCTT Agreement, the Administrative Agency Agreement, the Series 1996-1 Supplement, the RCL Trust Agreement, the Asset Contribution Agreement, the Transfer Agreement, the Program Operating Lease, the Lease Trust Agreement and the Lease Trust Paying Agent Agreement.
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIICapital One Auto Receivables, LLC, a Delaware corporation limited liability company (the "“Seller"” or “Depositor”), and Capital One, National Association, a national banking association (the “Bank”), confirm their agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC, BofA Securities, Inc. and ▇▇▇▇▇ Fargo Securities, LLC (the “Representatives”), as representatives of the several underwriters (the “Underwriters”) and a whollylisted in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Capital One Prime Auto Receivables Trust 2024-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.1, a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ statutory trust (the "Trust") to “Issuer”), will issue and sell $_________ principal amount the notes specified in Section 1 of its ____% Asset Backed Certificates the Terms Exhibit (the "Certificates"“Issued Notes”) pursuant to the Indenture, to be dated as of the Closing Date (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Certificates are registered under Seller proposes to sell to the registration statement referred to Underwriters a portion of the Issued Notes in the amounts specified in Section 2(a3 of the Terms Exhibit (the “Notes”). The assets of the Trust include, among other things, a pool of mortgage loans Issuer (the "Initial Mortgage Loans"“Trust Estate”) secured consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by residential properties financed thereby (the "Initial Mortgaged Properties")Issuer under the Sale Agreement, and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ the Closing Date (the "Cash Collateral “Sale Agreement"”), by and among the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) the Receivable Files, (iii) the rights of the Issuer to the funds on deposit from time to time in the Trust Accounts and any other account or accounts (other than the Certificate Distribution Account) established pursuant to the Indenture or the Servicing Agreement, to be dated as of the Closing Date (the “Servicing Agreement”), among the Issuer, the Bank, as servicer, and the Indenture Trustee, and all cash, investment property and other property from time to time credited thereto and all proceeds thereof, (iv) the rights of the Seller, as buyer, under the Purchase Agreement, to be dated as of the Closing Date (the “Purchase Agreement”), between the Trust, Bank and the Trustee, Seller (including the Master Servicer representations and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (warranties of the "Cash Collateral Depositor"Bank therein) and the Pooling Assignment executed by the Bank pursuant to the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Assignment pursuant to the Sale Agreement and the Servicing Agreement, (vi) the rights of the Issuer under the Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), among the Bank, as administrator, the Issuer and the Indenture Trustee and (vii) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by the Bank pursuant to the Purchase Agreement and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be subject to review, in certain circumstances, by ▇▇▇▇▇▇▇ ▇▇▇▇▇ Income Services LLC, as assets representations reviewer (the “Asset Representations Reviewer”), for compliance with certain of the representations and warranties made about the Receivables, pursuant to and in accordance with an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), among the Bank, as servicer, the Issuer, and the Asset Representations Reviewer. The terms of the Notes are set forth in the Registration Statement (as defined below) and the related Prospectus (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and but not otherwise defined herein or in the Terms Exhibit shall have the meanings given them such terms in Appendix A to the Pooling and Servicing Sale Agreement. The Seller has prepared and CIT Consumer Finance hereby agree filed with the several Underwriters named in Schedule I hereto Securities and Exchange Commission (the "Underwriters"“Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (No. 333-260710), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended was declared effective by the Commission on April 18, 2022, and remains effective as of the date hereof. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Agreement, such amendment has been declared effective by the Commission. Such registration statement, as amended as of the effective date, including the form of prospectus and all material incorporated by reference therein and including all information deemed to be part of the registration statement as of the effective date pursuant to Rule 430D under the Act, is referred to in this Agreement as the “Registration Statement.” For purposes of this Agreement, the “effective date” means the later of (a) the date and time as of which the Registration Statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission or (b) the most recent effective date as of which the Prospectus (as defined below) is deemed to be part of the Registration Statement pursuant to Rule 430D under the Act.
Appears in 1 contract
Sources: Underwriting Agreement (Capital One Prime Auto Receivables Trust 2024-1)
Introductory. The CIT Group Securitization Corporation IIISantander Drive Auto Receivables LLC, a Delaware limited liability company (the “Seller” or “Depositor”), and Santander Consumer USA Inc., an Illinois corporation (“SC”), confirm their agreement with ▇▇▇▇▇ Fargo Securities, LLC (the "Seller"“Representative”), as representative of the several underwriters (the “Underwriters” and each, an “Underwriter”) and a whollylisted in Section 2 of the Terms Exhibit attached hereto as Exhibit A (the “Terms Exhibit”) as follows: Drive Auto Receivables Trust 2025-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.1, a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ statutory trust (the "Trust") to “Issuer”), will issue and sell $_________ principal amount the notes specified in Section 1 of its ____% Asset Backed Certificates the Terms Exhibit (the "Certificates"“Issued Notes”) pursuant to the Indenture, dated as of the Closing Date (as defined below) (the “Indenture”), between the Issuer and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). The Certificates are registered under Seller proposes to sell to the registration statement referred to Underwriters the Issued Notes specified in Section 2(a3 of the Terms Exhibit (the “Notes”). The assets of the Trust include, among other things, a pool of mortgage loans Issuer (the "Initial Mortgage Loans"“Trust Estate”) secured consist of all money, accounts, chattel paper, general intangibles, goods, instruments, investment property and other property of the Issuer, including without limitation (i) the Receivables acquired by residential properties financed thereby the Issuer under the Sale Agreement, dated as of the Closing Date (the "Initial Mortgaged Properties"“Sale Agreement”), by and certain monies received thereunder between the Seller and the Issuer, the Related Security relating thereto and Collections thereon after the Cut-Off Date, (ii) all Receivable Files, (iii) the rights of the Issuer to the funds on or after ___________, 199_, amounts deposited deposit from time to time in the Pre-Funding Account Trust Accounts and Capitalized Interest Account any other account or accounts (other than the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Certificate Distribution Account) established pursuant to the Cash Collateral Indenture or Administration Agreement and all cash, investment property and other property from time to time credited thereto and all proceeds thereof (including investment earnings, net of losses and investment expenses, on amounts on deposit therein, other than as provided in Section 3.6 of the Servicing Agreement), (iv) the rights of the Seller, as buyer, under the Purchase Agreement, (v) the rights of the Issuer under the Sale Agreement, the Servicing Agreement and the Administration Agreement and (vi) all proceeds of the foregoing. The Issued Notes will be collateralized by the Trust Estate. The Receivables and related property will be conveyed to the Seller by SC pursuant to the Purchase Agreement, dated as of _______, 199_ the Closing Date (the "Cash Collateral “Purchase Agreement") ”), between the TrustSeller and SC, and will be conveyed to the Issuer by the Seller pursuant to the Sale Agreement. The Receivables will be serviced by Santander Bank, N.A., as servicer (the “Servicer”), pursuant to the Servicing Agreement, dated as of the Closing Date (the “Servicing Agreement”), between the Servicer, the Issuer, SC and the Indenture Trustee, . The terms of the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] Notes are set forth in the Registration Statement (the "Cash Collateral Depositor"as defined below) and the Pooling and Servicing Agreement related Prospectus (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and but not otherwise defined herein or in the Terms Exhibit shall have the meanings given them such terms in Appendix A to the Pooling and Servicing Sale Agreement. The Seller has prepared and CIT Consumer Finance hereby agree filed with the several Underwriters named in Schedule I hereto Securities and Exchange Commission (the "Underwriters"“Commission”) in accordance with the provisions of the Securities Act of 1933, as follows:amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form SF-3 (having the registration number 333-284121), including a form of prospectus, relating to the offering of asset-backed notes. The registration statement as amended has been declared effective by the Commission not more than three years prior to the date hereof, or the Seller has prepared and filed (before the expiration of such three year period) with the Commission in accordance with the Act, a new shelf registration statement on Form SF-3 and such new registration statement includes unsold securities covered by the earlier registration statement, which such unsold securities may continue to be offered and sold until the earlier of the effective date of the new registration statement or 180 days after the third anniversary of the initial effective date of the prior registration statement, as permitted pursuant to paragraph (a)(5) of Rule 415 of the Act. If any post-effective amendment has been filed with respect thereto, prior to the execution and delivery of this Underwriting Agreement, the most recent such amendment shall have been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein and including all information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430D under the Act, is referred to in this Underwriting Agreement as the “Registration Statement.” The Company proposes to file with the Commission pursuant to Rule 424(b) under the Act (“Rule 424(b)”) a final prospectus (such prospectus, as amended and supplemented, the “Prospectus”) relating to the Notes and the method of distribution thereof.
Appears in 1 contract
Sources: Underwriting Agreement (Drive Auto Receivables Trust 2025-1)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.▇▇▇▇▇▇ ▇▇▇ Education Loan Corporation, a Delaware corporation ("CITNMELC") ), proposes to cause CIT Home Equity ▇▇▇▇▇▇ ▇▇▇ Student Loan Trust 19__-_ 1999-A (the "TrustTRUST") to issue and sell $[_________ ] aggregate principal amount of its Class A-1 Floating Rate Asset-Backed Notes (the "CLASS A-1 NOTES"), $[____% Asset ___] aggregate principal amount of its Class A-2 Floating Rate Asset-Backed Notes (the "CLASS A-2 NOTES" and, together with the Class A-1 Notes, the "NOTES"), and $[______] aggregate principal amount of its Floating Rate Asset-Backed Certificates (the "Certificates" and, together with the Notes, the "). The Certificates are registered under SECURITIES") to the registration statement referred to underwriters named in Section 2(a)Schedule I hereto (the "UNDERWRITERS") for which [_____________] (the "REPRESENTATIVE") is acting as representative. The assets of the Trust include, among other things, a pool of mortgage student loans (the "Initial Mortgage LoansINITIAL TRUST LOANS") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received due thereunder on or after and after______ __, 1999 (the "CUTOFF DATE"). Such Initial Trust Loans will be sold to the Eligible Lender Trustee (as defined below) on behalf of the Trust by NMELC (and, with respect to legal title to the Trust Loans, by The First National Bank of Chicago, as trustee for NMELC ("FNBC")) pursuant to a sale agreement, dated as of______ __, 1991999 (the "LOAN SALE AGREEMENT") among the Trust, NMELC, FNBC and The First National Bank of Chicago, a national banking association, as eligible lender trustee for the Trust (the "ELIGIBLE LENDER TRUSTEE"). Under certain circumstances after the Closing Date (as defined below), the Eligible ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, acting on behalf of the Trust, may acquire additional student loans (the "ADDITIONAL TRUST LOANS", together with the Initial Trust Loans being referred to herein, collectively, as the "TRUST LOANS"). The Trust Loans are to be serviced by NMELC, in its capacity as master servicer (in such capacity, the "MASTER SERVICER") pursuant to a master servicing agreement, dated as of _____ __, amounts deposited in 1999 (the Pre-Funding Account "MASTER SERVICING AGREEMENT"), among the Trust, NMELC and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Eligible Lender Trustee. The Notes will be issued pursuant to an Indenture to be dated as of ______ _, 1999 (as amended and supplemented from time to time, the Cash Collateral Agreement "INDENTURE"), between the Trust and State Street Bank and Trust Company, a Massachusetts banking corporation, as trustee under the Indenture (the "INDENTURE TRUSTEE"). The Trust will be formed pursuant to a trust agreement to be dated as of _______ __, 199_ 1999 (the "Cash Collateral AgreementTRUST AGREEMENT") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans among NMELC, as depositor, ▇▇▇▇▇▇ ▇▇▇ Funding, LLC, a limited purpose Delaware limited liability company (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the NMF"Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates), and the other property and the proceeds thereof to Eligible Lender Trustee. A Delaware banking corporation will be conveyed to appointed as a co-trustee under the Trust Agreement pursuant to the Pooling and Servicing Agreement to be a co-trustee agreement, dated as of _________ __, 199_ 1999 (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a whollyCO-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerTRUSTEE AGREEMENT"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance such corporation and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing AgreementEligible Lender Trustee. Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Pooling and Servicing AgreementAppendix A hereto. The Seller and CIT Consumer Finance hereby agree NMELC filed with the several Underwriters named in Schedule I hereto Securities and Exchange Commission (the "UnderwritersCOMMISSION" on May 18, 1999, a registration statement on Form S-3 (No. 333-78725), including a form of prospectus and prospectus supplement relating to the Securities, and pursuant to the provisions hereof shall file such post-effective amendments thereto as may hereafter be required pursuant to the Securities Act of 1933, as amended (the "1933 ACT"), and the rules and regulations of the Commission thereunder (the "RULES AND REGULATIONS"). Such registration statement (as amended) is referred to herein as follows:the "REGISTRATION STATEMENT"; the prospectus and prospectus supplement relating to the offering of the Securities constituting a part of the Registration Statement filed or to be filed by NMELC are collectively referred to herein as the "PROSPECTUS" and each of the prospectus and prospectus supplement is referred to as the "BASE PROSPECTUS" and the "PROSPECTUS SUPPLEMENT" respectively; and any reference herein to any amendment or supplement with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include any information deemed to be a part thereof pursuant to Rule 430A under the 1933 Act.
Appears in 1 contract
Sources: Underwriting Agreement (Nellie Mae Education Loan Corp)
Introductory. The CIT Group Securitization Corporation IIIBanc One ABS Corporation, a Delaware an Ohio corporation (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group HoldingsBANK ONE CORPORATION, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Banc One HELOC Trust 19__-_ 1999-1 (the "Trust") to issue and sell $_________ 500,000,000 principal amount of its ____% Asset HELOC Asset-Backed Certificates Certificates, Series 1999-1 (the "Certificates") to the several underwriters named in Schedule I attached hereto (the "Underwriters"). The Certificates , for whom you (the "Representative") are registered under the registration statement referred to in Section 2(a)acting as representative. The assets of the Trust include, among other things, a pool of mortgage adjustable rate home equity revolving credit line loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on made or after ___________, 199_, amounts deposited to be made in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ future (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby ), under certain home equity revolving credit line loan agreements (the "Subsequent Mortgaged Properties;" Credit Line Agreements") and together with the Initial Mortgaged Properties, secured by either first or second deeds of trust or mortgages on primarily one- to four-family residential properties (the "Mortgaged Properties"); the collections in respect of the Mortgage Loans received after May 31, 1999 (the "Cut-off Date"); property that secured a Mortgage Loan which has been acquired by foreclosure or deed in lieu of foreclosure; an irrevocable and unconditional certificate guaranty insurance policy (the "Policy") to be conveyed to issued by MBIA Insurance Corporation (the Trust subsequent to the date of issuance "Insurer"); an assignment of the Certificates Depositor's rights under the Mortgage Loan Purchase Agreement (as defined herein); rights under certain hazard insurance policies covering the Mortgaged Properties; and certain monies received thereunder on or after their respective subsequent cutoff datesother property. The Trust will be formed, and the other property and the proceeds thereof to Certificates will be conveyed to the Trust issued, pursuant to the a Pooling and Servicing Agreement to be dated as of __________May 31, 199_ 1999 (the "Pooling and Servicing Agreement") among the SellerDepositor, Bank One, N.A., a national banking association, as servicer (the Trustee "Servicer") and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary Bank of CITNew York, as Master Servicer trustee ("CIT Consumer Finance" or the "Master ServicerTrustee"). The Mortgage Loans and certain other assets of the Trust Fund will be sold by CIT Consumer Finance each of Bank One, N.A., Bank One, Arizona, N.A., Bank One, Wisconsin, Bank One, Indiana, N.A., Bank One, Illinois, N.A., Bank One, Kentucky, N.A., Bank One, Colorado, N.A., and Bank One, Utah, N.A. (each, a "Seller" and together the "Sellers") to the Seller Depositor pursuant to a the Mortgage Loan Purchase Agreement to be dated as of_________, 199_ the Closing Date (the "Mortgage Loan Purchase Agreement") between CIT Consumer Finance among the Depositor and the SellerSellers, and finally by the Seller Depositor to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The CertificatesThis Agreement, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. , the Mortgage Loan Purchase Agreement, the letter agreement (the "Letter Agreement") attached as Exhibit A hereto and each agreement relating to the Certificates, the Trust or the transactions contemplated thereby to which the Depositor and the Insurer are parties (the "Insurance Agreements") are collectively referred to herein as the "Basic Documents." Capitalized terms used herein and not otherwise defined herein shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIHilton Grand Vacations Borrower Escrow, LLC, a Delaware limited liability company (the “Issuer”), and Hilton Grand Vacations Borrower Escrow, Inc., a Delaware corporation (the "Seller") and a “Co-Issuer” and, together with the Issuer, the “Issuers”), each an indirect wholly-owned limited-purpose finance subsidiary of Hilton Grand Vacations Inc. (the “Parent”), the indirect parent of Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Surviving Issuer”), and Hilton Grand Vacations Borrower Inc., a Delaware corporation (the “Surviving Co-Issuer” and, together with the Surviving Issuer, the “Surviving Issuers”), propose to issue and sell to Deutsche Bank Securities Inc. (“Deutsche Bank”) and the other several initial purchasers named in Annex A (collectively, the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in Annex A of $850,000,000 aggregate principal amount of the Issuers’ 5.000% Senior Notes due 2029 (the “Notes”). Deutsche Bank has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offer and sale of the Notes and the related Guarantees (as defined below) (the “Offering”). The CIT Group Notes will be issued pursuant to an indenture (the “Indenture”), to be dated as of the Closing Date (as defined below), by and among the Issuers, the Escrow Guarantor (as defined below) and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a blanket issuer letter of representations, as supplemented by the relevant riders, each to be dated on or before the Closing Date (as so supplemented, the “DTC Agreement”), among the Issuers and the Depositary. The representations, warranties, covenants and agreements of the Surviving Issuers and the Guarantors (as defined below), other than the Surviving Issuer in its capacity as the Escrow Guarantor, under this agreement (this “Agreement”) shall not become effective until the execution by the Surviving Issuers and the Guarantors of a joinder agreement to this Agreement, substantially in the form attached hereto as Exhibit C (the “Joinder Agreement”), at which time such representations, warranties, covenants and agreements shall become effective as of the date hereof pursuant to the terms of the Joinder Agreement, and each of the Surviving Issuers and the Guarantors shall, without any further action by any person, become a party to this Agreement. The Offering is occurring in connection with the Agreement and Plan of Merger, dated as of March 10, 2021 (as amended, the “Merger Agreement”), by and among the Parent, the Surviving Issuer, Dakota Holdings, Inc., a Delaware corporation ("CIT") proposes “Diamond”), and the stockholders of Diamond named therein, pursuant to cause CIT Home Equity Loan Trust 19__-_ which Diamond will merge with and into the Surviving Issuer (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"“Diamond #94399344v20 Merger”). The Certificates are registered under Surviving Issuer will be the registration statement referred to in Section 2(a). The assets surviving entity of the Trust include, among other things, a pool of mortgage loans (Diamond Merger. In conjunction with or prior to the "Initial Mortgage Loans") secured by residential properties financed thereby (Diamond Merger and the "Initial Mortgaged Properties")Offering, and certain monies received thereunder on or after ___________, 199_, amounts deposited as described in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated Pricing Disclosure Package (as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor"defined below) and the Pooling and Servicing Agreement Final Offering Memorandum (as defined below), additional mortgage loans the Parent, Holdings (as defined below), the Surviving Issuer and certain of the Surviving Issuer’s subsidiaries will (i) enter into a Credit Agreement, to be dated on or about the Closing Date, with Bank of America, N.A., as administrative agent, and the lenders and other parties party thereto (the "Subsequent Mortgage Loans;" “New Credit Agreement”), providing for a new $1.3 billion seven-year senior secured term loan facility, and (ii) amend (such amendment, the “Revolver Amendment” and, together with the Initial Mortgage LoansNew Credit Agreement and any other documents, agreements or instruments delivered in connection therewith, the "Mortgage Loans"“New Credit Documents”) secured their existing revolving credit facility under the Credit Agreement, dated as of December 28, 2016, as further amended, supplemented or otherwise modified, by residential properties financed thereby (and among the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged PropertiesParent, Holdings, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance Surviving Issuer and certain of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff datesSurviving Issuer’s subsidiaries, Bank of America, N.A., as administrative agent, and the lenders and other property parties party thereto. As described in the Pricing Disclosure Package and the Final Offering Memorandum, the proceeds thereof from the Offering are expected to be conveyed used to fund the Trust pursuant to the Pooling and Servicing Agreement to be dated as repayment of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets certain existing indebtedness of the Trust will be sold by CIT Consumer Finance Surviving Issuers and Diamond and to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance pay related fees and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:expenses.
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIICredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "“Company”), proposes to form one or more real estate mortgage investment conduits (the “Trust”), which will issue certain securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 20[__]-[__] and including the classes thereof specified on Schedule I hereto (the classes of such securities so specified on Schedule I hereto, the “Certificates”). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates will be specified in the Prospectus (as defined herein). The property of the Trust will consist of a pool of [__] fixed rate mortgage loans, secured by multifamily and commercial properties (collectively, the “Mortgage Loans”) that will be purchased by the Company from Column Financial, Inc. (the “Column Mortgage Loan Seller"”) and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $[______] (in such capacity, the “[___ principal amount _] Mortgage Loan Seller” and together with the Column Mortgage Loan Seller, the “Mortgage Loan Sellers”), pursuant to those certain Mortgage Loan Purchase Agreements, each dated as of its [____% Asset Backed Certificates _], 20[__] (collectively, the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial “Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"Loan Purchase Agreements”), and certain monies received thereunder on or after will be serviced by [_____], as master servicer (the “Master Servicer”), and, if and when necessary, [______], as special servicer (the “Special Servicer”), pursuant to that certain Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of [_____], 19920[__], amounts deposited in by and among the Pre-Funding Account and Capitalized Interest Account Company, as depositor, the right to receive payments under certain circumstances from funds deposited in Master Servicer, the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of Special Servicer, [_______], 199_ as operating advisor (the "Cash Collateral Agreement"“Operating Advisor”), [______], as certificate administrator (the “Certificate Administrator”) between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank______], Limited, New York Branch] as trustee (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below“Trustee”), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") certain related property to be conveyed to the Trust subsequent to by the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ Company (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"“Trust Fund”). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance transferred to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, and the Certificates will be issued pursuant to the Pooling and Servicing Agreement. In addition, certain of Mortgage Loans that were sold to the Company by the Column Mortgage Loan Seller and the [____] Mortgage Loan Seller will be primary serviced by [_____] and [____] (collectively, in such capacities, the “Primary Servicers”), respectively, pursuant to two separate sub-servicing agreements, by and between the Master Servicer and each Primary Servicer. The offering of the Certificates made pursuant to the Registration Statement (as defined below) will be made through you, as underwriters (the “Underwriters” and, individually, an “Underwriter”). This Agreement provides for the sale of such Certificates to, and the purchase and offering thereof by, you, as underwriters. Schedule I shall specify the principal balance of each class of the Certificates to be issued and any terms thereof not otherwise specified in the Pooling and Servicing Agreement, the classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Company and the aggregate amount of each class of Certificates to be purchased by each Underwriter. The offering of the Certificates will be governed by this Agreement. Capitalized terms used but not defined herein and not otherwise defined shall have the meanings given to them in the Pooling and Servicing Agreement, as in effect on the Closing Date (as defined in Section (5)(d) of this Agreement). The Seller and CIT Consumer Finance hereby agree with At or prior to the several Underwriters named in Schedule I hereto time when sales to purchasers of the Certificates were first made, which was approximately [___] [a.m./p.m.] (Eastern Time) on [_____], 20[__] (the "Underwriters"“Time of Sale”), the Company had prepared or made available the following information (collectively, the “Rule 159 Information”): (i) the Free Writing Prospectus, dated [_____], 20[__] (the cover page of which is attached hereto as follows:Annex A), (ii) the Structural and Collateral Term Sheet, dated [_____], 20[__], and (iii) certain other “free-writing prospectuses” (as defined pursuant to Rule 405 under the Securities Act) (each of items (i) through (iii), a “Free Writing Prospectus”). If, subsequent to the date of this Agreement, the Company and the Underwriters determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and terminate their old purchase contracts and enter into new purchase contracts with investors in the Certificates, then “Rule 159 Information” will refer to the information, including any information that corrects such material misstatements or omissions, conveyed to purchasers at the time of entry into the first such new purchase contract, and “Time of Sale” will refer to the time and date on which such new purchase contracts were entered into.
Appears in 1 contract
Sources: Underwriting Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Introductory. The CIT Group Securitization Corporation IIICalpine Generating Company, LLC, a Delaware limited liability company (the "COMPANY"), and CalGen Finance Corp. ("CALGEN FINANCE"), a Delaware corporation (the "Seller") and a wholly-wholly owned limited-purpose finance subsidiary of The CIT Group Calpine CalGen Holdings, Inc., a Delaware corporation Inc. ("CITCALGEN HOLDINGS") proposes ), propose, subject to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") terms and conditions stated herein, to issue and sell $_________ to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (the "INITIAL PURCHASER") (i) an aggregate principal amount of its ____% Asset Backed Certificates $235,000,000 of their First Priority Secured Floating Rate Notes due 2009 (the "CertificatesFIRST PRIORITY NOTES"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets , (ii) an aggregate principal amount of the Trust include, among other things, a pool $640,000,000 of mortgage loans their Second Priority Secured Floating Rate Notes due 2010 (the "Initial Mortgage LoansSECOND PRIORITY NOTES"), (iii) secured by residential properties financed thereby an aggregate principal amount of $680,000,000 of their Third Priority Secured Floating Rate Notes due 2011 (the "Initial Mortgaged PropertiesTHIRD PRIORITY FLOATING RATE NOTES")) and (iv) an aggregate principal amount of $150,000,000 of their 11.5% Third Priority Secured Notes due 2011 (the "THIRD PRIORITY FIXED RATE NOTES" and, together with the First Priority Notes, the Second Priority Notes and certain monies received thereunder on or after ___________Third Priority Floating Rate Notes, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account "NOTES") as set forth below. The First Priority Notes will be issued pursuant to an Indenture (the Cash Collateral Agreement "FIRST PRIORITY INDENTURE") to be dated as of _______the Closing Date (as defined in Section 3), 199_ (among the "Cash Collateral Agreement") between the TrustCompany, CalGen Finance, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement Guarantors (as defined below)) and Wilmington Trust FSB, additional mortgage loans as trustee (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the TRUSTEE"Mortgage Loans") secured by residential properties financed thereby ). The Second Priority Notes will be issued pursuant to an Indenture (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged PropertiesSECOND PRIORITY INDENTURE") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________the Closing Date, 199_ among the Company, CalGen Finance, the Guarantors and the Trustee. The Third Priority Floating Rate Notes and the Third Priority Fixed Rate Notes will be issued pursuant to an Indenture (the "Pooling and Servicing AgreementTHIRD PRIORITY INDENTURE") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________the Closing Date, 199_ among the Company, CalGen Finance, the Guarantors and the Trustee. The First Priority Indenture, the Second Priority Indenture and the Third Priority Indenture are collectively referred to herein as the "INDENTURES." The Company's and CalGen Finance's obligations under the Notes, including the payment, when due and payable, of principal, interest and premium, if any, thereunder will be unconditionally guaranteed (the "CITSF Purchase AgreementGUARANTEES" and, together with the Notes, the "SECURITIES") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf by all of the Trust pursuant to entities listed on Exhibit A hereto (the Pooling "GUARANTORS") and Servicing Agreementall future Subsidiaries of the Company (other than CalGen Finance and the Excluded Subsidiary). The Certificates, each representing a fractional undivided interest in the Trust, CalGen Finance will be issued pursuant to a wholly owned subsidiary of the Pooling and Servicing AgreementCompany on the Closing Date. Capitalized terms used but not defined herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:have
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group HoldingsPly Gem Industries, Inc., a Delaware corporation ("CIT"the “Issuer”) proposes proposes, subject to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") terms and conditions stated herein, to issue and sell to the several purchasers named in Schedule A hereto (the “Initial Purchasers”) U.S. $_________ 160,000,000 principal amount of its ____9.375% Asset Backed Certificates Senior Notes due 2017 (the "Certificates"). The Certificates are registered “Offered Securities”) to be issued under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans an indenture (the "Initial Mortgage Loans"“Indenture”) secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______the Closing Date (as defined herein), 199_ among the Issuer, the Subsidiary Guarantors (as defined herein), Ply Gem Holdings, Inc. (“Holdings”) and ▇▇▇▇▇ Fargo Bank, N.A., as trustee (the "Cash Collateral Agreement"“Trustee”). The Offered Securities will be offered and sold to the Initial Purchasers pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Offered Securities will be unconditionally guaranteed (the “Guarantees”) between on a senior basis by Holdings and the TrustIssuer’s subsidiaries listed as such on Schedule B hereto (the “Subsidiary Guarantors” and, together with Holdings, the Trustee“Guarantors”). As of the date hereof, $150.0 million in aggregate principal amount of the Issuer’s 13.125% senior subordinated notes due 2014 (the “Senior Subordinated Notes”) are outstanding. On September 27, 2012, the Master Servicer Issuer intends to cause the trustee of the Senior Subordinated Notes to issue a redemption notice for such Senior Subordinated Notes on the Closing Date and, in such an event, will irrevocably deposit on the Closing Date with the trustee of the Senior Subordinated Notes an amount sufficient to redeem such Senior Subordinated Notes to effect the satisfaction and [discharge of its obligations under the Senior Subordinated Notes. The Dai-Ichi Kangyo Bank, Limited, New York Branch] Issuer intends to redeem (the "Cash Collateral Depositor"“Redemption”) any and all outstanding Senior Subordinated Notes on October 27, 2012 (the “Redemption Date”). The Issuer intends to use the net proceeds from the Offered Securities to pay (i) the redemption price of any Senior Subordinated Notes redeemed by the Issuer and (ii) costs related to the Transactions. The Initial Purchasers have advised the Issuer that the Initial Purchasers intend, as soon as they deem practicable after this Purchase Agreement (this “Agreement”) has been executed and delivered, to resell (the “Exempt Resales”) the Offered Securities in private sales exempt from registration under the Act on the terms set forth in the Preliminary Offering Memorandum (as defined below) and the Pooling and Servicing Agreement Final Offering Memorandum (as defined below), additional mortgage loans as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be “qualified institutional buyers” (“QIBs”), as defined in Rule 144A under the Act (“Rule 144A”), in accordance with Rule 144A and (ii) other eligible purchasers pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Act (“Regulation S”) in accordance with Regulation S (the "Subsequent Mortgage Loans;" persons specified in clauses (i) and (ii), the “Eligible Purchasers”). Holders (including subsequent transferees) of the Offered Securities will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”), among the Issuer, the Guarantors and the Initial Purchasers, to be dated the Closing Date (as defined herein), substantially in the form attached hereto as Exhibit E, for so long as such Offered Securities constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Issuer and the Guarantors will agree to (i) file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (a) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to the Offered Securities in a like aggregate principal amount as the Issuer issued under the Indenture, identical in all material respects to the Offered Securities and registered under the Securities Act (the “Exchange Securities”), to be offered in exchange for the Offered Securities (such offer to exchange being referred to as the “Exchange Offer”) and (b) if necessary under the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Initial Mortgage LoansExchange Offer Registration Statement, the "Mortgage Loans"“Registration Statements”) secured relating to the resale by residential properties financed thereby certain holders of the Offered Securities, (ii) to use its commercially reasonable efforts to cause such Registration Statements to be declared effective and cause such Registration Statements to remain effective and usable for the "Subsequent Mortgaged Properties;" periods specified in the Registration Rights Agreement and together with (iii) to use its commercially reasonable efforts to consummate the Initial Mortgaged PropertiesExchange Offer. The Offered Securities and the Exchange Securities are referred to collectively as the “Securities.” This Agreement, the "Mortgaged Properties") Guarantees, the Offered Securities, the Indenture and the Registration Rights Agreement are hereinafter sometimes referred to be conveyed to collectively as the Trust subsequent to “Operative Documents.” The issuance and sale of the date of Offered Securities, the issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff datesGuarantees, the Tender Offer and the other property use of proceeds from the sale of the Offered Securities described in the General Disclosure Package (as defined herein) and Final Offering Memorandum and the proceeds thereof Redemption, are collectively referred to be conveyed to as the Trust pursuant to the Pooling “Transactions.” The Issuer and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets each of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance Guarantors hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") Initial Purchasers as follows:
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIICaterpillar Financial Funding Corporation, a Delaware Nevada corporation (the "“Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Caterpillar Financial Asset Trust 19__-20___-___ (the "“Trust"”) to issue and sell $_________ aggregate principal amount of its _[Class A-1 ___% Asset Backed Certificates Notes (the "Certificates"“Class A-1 Notes”). The Certificates , $___ aggregate principal amount of Class A-2 ___% Asset Backed Notes (the “Class A-2 Notes”) and $___ aggregate principal amount of Class A-3 ___% Asset Backed Notes (the “Class A-3 Notes,” together with the Class A-1 Notes and the Class A-2 Notes, the “Class A Notes”) and to sell the Class A Notes to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are registered under acting as representative (the registration statement referred “Representative”)] [Class B ___% Asset Backed Notes (the “Class B Notes”) and to in Section 2(asell the Class B Notes to ___ (the “Underwriter”)]. The assets of the Trust will include, among other things, a pool of mortgage loans fixed-rate retail installment sale contracts and finance leases (the "Initial Mortgage Loans"“Receivables”) secured by residential properties new and used machinery manufactured primarily by Caterpillar Inc. (“Caterpillar”), including rights to receive certain payments with respect to such Receivables, and security interests in the machinery financed thereby by the Receivables (the "Initial Mortgaged Properties"“Financed Equipment”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to proceeds thereof. The Receivables will be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed sold to the Trust subsequent to by the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to Seller. The Receivables will be conveyed to serviced for the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________by Caterpillar Financial Services Corporation, 199_ a Delaware corporation (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" “Servicer” or the "Master Servicer"“CFSC”). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Notes will be issued pursuant to the Pooling Indenture to be dated as of May 1, 2004 (as amended and Servicing Agreementsupplemented from time to time, the “Indenture”), between the Trust and U.S. Bank National Association, a national banking association (the “Indenture Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree Simultaneously with the several Underwriters named in Schedule I hereto issuance and sale of the Class [A] [B] Notes as contemplated herein, the Trust will issue [$___ aggregate principal amount of Class B ___% Asset Backed Notes (the "Underwriters"“Class B Notes,” together with the Class A Notes, the “Notes”)] [$___ aggregate principal amount of Class A-1 ___% Asset Backed Notes (the “Class A-1 Notes”), $___ aggregate principal amount of Class A-2 ___% Asset Backed Notes (the “Class A-2 Notes”) as follows:and $___ aggregate principal amount of Class A-3 ___% Asset
Appears in 1 contract
Sources: Note Underwriting Agreement (Caterpillar Financial Funding Corp)
Introductory. The CIT Group Securitization Corporation IIICredit Suisse First Boston Mortgage Securities Corp., a Delaware corporation (the "SellerDepositor") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ form a commercial mortgage trust (the "Trust") ), which will issue securities entitled Credit Suisse First Boston Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2001-CK1, certain classes of which securities the Depositor proposes to issue and sell $_________ principal amount to you hereunder (such classes of its ____% Asset Backed Certificates (such securities to be sold hereunder, collectively, the "Certificates"). Each Certificate will evidence a fractional undivided, percentage interest or beneficial interest in the Trust. The terms on which the Trust will issue the Certificates are registered under will be specified in the registration statement referred Prospectus (as defined herein). The property of the Trust will consist of a pool of 142 mortgage loans, secured by 157 multifamily and commercial properties (collectively, the "Mortgage Loans") that will be purchased by the Depositor from Column Financial, Inc. ("Column") and KeyBank National Association ("KeyBank" and, together with Column, the "Mortgage Loan Sellers") pursuant to in Section 2(aseparate Mortgage Loan Purchase Agreements (each, a "Mortgage Loan Purchase Agreement"). The assets of the Trust include, among other things, a pool of mortgage loans (are collectively referred to herein as the "Initial Trust Fund". The Mortgage Loans") secured by residential properties financed thereby (Loans will be transferred to the "Initial Mortgaged Properties")Trust, and certain monies received thereunder on or after ___________the Certificates will be issued, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be a Pooling and Servicing Agreement, dated as of _______March 1, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ 2001 (the "Pooling and Servicing Agreement") ), among the SellerDepositor, the Trustee and The CIT GroupKeyCorp Real Estate Capital Markets, Inc. d/Consumer Finance, Inc., b/a wholly-owned subsidiary of CITKey Commercial Mortgage, as Master Servicer master servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated , ORIX Real Estate Capital Markets, LLC, as of_________, 199_ special servicer (the "Purchase AgreementSpecial Servicer") between CIT Consumer Finance and the Seller), and finally by ▇▇▇▇▇ Fargo Bank Minnesota, N.A., as trustee (the Seller to "Trustee"). The offering of the Trust Certificates made pursuant to the Sale Registration Statement (as defined herein) will be made through you as underwriters. This Agreement provides for the sale of such Certificates to, and Servicing Agreement. Certain of the Mortgage Loans purchase and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financingoffering thereof by, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated you, as of _________, 199_ underwriters (the "CITSF Purchase AgreementUnderwriters" and, individually, an ") between CITSF and CIT Consumer FinanceUnderwriter"). The Master Servicer will service Schedule I shall specify the Mortgage Loans on behalf principal balance of each class of the Trust pursuant Certificates to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized any terms used herein and thereof not otherwise defined shall have the meanings given them specified in the Pooling and Servicing Agreement, the classes of Certificates subject to this Agreement, the price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of Certificates to be purchased by you and the initial public offering price or the method by which the price at which such Certificates are to be sold will be determined. The Seller and CIT Consumer Finance hereby agree with offering of the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Certificates will be governed by this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Credit Suisse Fr Bs Mor Sec Cp Com Mor Ps Th Ce Ser 2001-Ck1)
Introductory. The CIT Group Securitization Corporation IIIFleet Bank (RI), National Association, a Delaware corporation national banking association (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CITBank") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $___________ principal amount of its Fleet Credit Card Master Trust II Class A [___%] [Floating Rate] Asset Backed Certificates, Series ____% Asset Backed Certificates -_ (the "Class A Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after $____________ aggregate principal amount of Fleet Credit Card Master Trust II Class B [___%] [Floating Rate] Asset Backed Certificates, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of Series _______, 199-_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;Class B Certificates," and together with the Initial Mortgage LoansClass A Certificates, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged PropertiesCertificates") to be conveyed issued under an Amended and Restated Pooling and Servicing Agreement, between Bankers Trust Company, as Trustee (the "Trustee") and the Bank (as Seller and Servicer and successor to Advanta National Bank as provided in an Assignment and Assumption Agreement dated as of February 20, 1998 (the "Assumption Agreement") among Advanta National Bank, the Bank, Fleet Credit Card, LLC and the Trustee), dated as of December 1, 1993 (as amended and restated as of May 23, 1994, as amended by Amendment Number 1 to the Trust subsequent Amended and Restated Pooling and Servicing Agreement dated as of July 1, 1994, Amendment Number 2 to the date Amended and Restated Pooling and Servicing Agreement dated as of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff datesOctober 6, and the other property and the proceeds thereof to be conveyed to the Trust pursuant 1995, Amendment Number 3 to the Pooling and Servicing Agreement dated as of February 20, 1998 and Amendment Number 4 to the Pooling and Servicing Agreement dated as of May 14, 1999, the "Amended and Restated Pooling and Servicing Agreement"), as supplemented by the Series ____-_ Supplement with respect to the Certificates to be dated as of ___________ __, 199____ (the "Series Supplement" and together with the Amended and Restated Pooling and Servicing Agreement, as amended, and the Assumption Agreement, the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________include, 199_ among other things, certain amounts due (the "Purchase AgreementReceivables") between CIT Consumer Finance on a pool of VISA and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain MasterCard credit card accounts of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ Bank (the "CITSF Purchase AgreementAccounts") between CITSF ), and CIT Consumer Financerecoveries on Defaulted Receivables. The Master Servicer will service To the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificatesextent not defined herein, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance Bank hereby agree agrees with the several Underwriters named in underwriter[s] for the Class A Certificates listed on Schedule I A hereto (the "UnderwritersClass A Underwriter[s]") and the underwriter[s] for the Class B Certificates listed on Schedule A hereto (the "Class B Underwriter[s]", and together with the Class A Underwriter[s], the "Underwriter[s]") as follows:
Appears in 1 contract
Sources: Underwriting Agreement (Fleet Credit Card Master Trust Ii)
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ 300,000,000 principal amount of its ____% Class A Series 2013-2 Asset Backed Certificates Notes (the "Certificates"“Notes”), to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by First Amended and Restated Trust Agreement dated as of December 20, 2012 (collectively, the registration statement referred “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to in Section 2(aa First Amended and Restated Master Indenture, dated as of December 20, 2012 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in . The Receivables are transferred to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement to be First Amended and Restated Transfer and Servicing Agreement, dated as of _______December 20, 199_ 2012 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the "Cash Collateral Agreement") between the Trust“Bank”), the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] as servicer (the "Cash Collateral Depositor"“Servicer”) and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Issuer. The Receivables transferred to the Trust subsequent to Issuer by the date of issuance of Transferor are acquired by the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and Transferor from the other property and the proceeds thereof to be conveyed to the Trust Bank pursuant to the Pooling First Amended and Servicing Agreement to be Restated Receivables Purchase Agreement, dated as of __________December 20, 199_ 2012 (the "Pooling and Servicing Agreement") among the Selleras amended, the Trustee “Receivables Purchase Agreement”), between the Transferor and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer")Bank. The Mortgage Loans Bank has agreed to provide notices and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans perform on behalf of the Trust Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Pooling First Amended and Restated Administration Agreement, dated as of December 20, 2012 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Transfer and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the TrustReceivables Purchase Agreement, will be issued pursuant the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the Pooling and Servicing “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement. Capitalized .” To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Funding LLC)
Introductory. The CIT Group Securitization Corporation IIIDuke Capital Financing Trust [ ], a Delaware statutory business trust (the "Trust"), and Duke Capital Corporation, a Delaware corporation (the "SellerCorporation") ), propose, subject to the terms and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdingsconditions stated herein, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan that the Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I A hereto (the "Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the Trust (the "Preferred Securities"), guaranteed by the Corporation as follows:to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement (the "Guarantee Agreement") between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) (the "Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series % Junior Subordinated Notes due , (the "Notes") to be issued by the Corporation. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, to be dated as of , (the "Trust Agreement"), among the Corporation, as Depositor, and the trustees named therein, including The Chase Manhattan Bank, as property trustee (the "Property Trustee"), and Chase Manhattan Bank USA, National Association, as Delaware trustee (the "Delaware Trustee"). The Notes will be issued pursuant to a Subordinated Indenture, dated as of April 1, 1998 (the "Original Indenture"), between the Corporation and The Chase Manhattan Bank, as Trustee (the "Indenture Trustee"), as amended and supplemented and as to be supplemented by a supplemental indenture, to be dated as of , (the "Supplemental Indenture" and, together with the Original Indenture as theretofore amended and supplemented, the "Indenture"). The Trust Agreement, the Guarantee and the Indenture are sometimes collectively referred to herein as the "Corporation Agreements."
Appears in 1 contract
Sources: Underwriting Agreement (Duke Capital Financing Trust Vi)
Introductory. The CIT Group Securitization Corporation IIIToyota Leasing, Inc., a Delaware California corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesTransferor"), and certain monies received thereunder on or after ___________Toyota Motor Credit Corporation, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ a California corporation (the "Cash Collateral AgreementTMCC") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" hereby confirm their respective agreements with you and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance each of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters underwriters named in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), with respect to the sale by the Transferor to the Underwriters of $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class A-1 (the "Class A-1 Certificates"), $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class A-2 (the "Class A-2 Certificates") and $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class A-3 (the "Class A-3 Certificates" and, together with the Class A-1 Certificates and the Class A-2 Certificates, the "Class A Certificates") of the Toyota Auto Lease Trust 1998-C (the "Securitization Trust") under the terms and conditions herein contained. Simultaneously with the issuance of the Class A Certificates, the Transferor will cause the Trust to issue $[ ] aggregate principal amount of Adjustable Rate Auto Lease Asset Backed Certificates, Class B (the "Adjustable Rate Class B Certificates"), and $[ ] aggregate principal amount of Fixed Rate Auto Lease Asset Backed Certificates, Class B (the "Fixed Rate Class B Certificates" and, together with the Adjustable Rate Class B Certificates, the "Class B Certificates"). The Class B Certificates and the Class A Certificates are collectively referred to herein as follows:the "Investor Certificates". The Investor Certificates will be issued pursuant to a securitization trust agreement, dated as of [November ], 1998 (the "Securitization Trust Agreement"), between the Transferor and U.S. Bank National Association ("U.S. Bank"), as trustee (in such capacity, the "Securitization Trustee"). The Investor Certificates will represent undivided interests in the Securitization Trust. The Transferor will own the undivided interest in the Securitization Trust not evidenced by the Investor Certificates (the "Transferor Interest"). The Class B Certificates will be subordinated to the Class A Certificates, and the certificate evidencing the Transferor Interest (the "Transferor Certificate" and, together with the Investor Certificates, the "Certificates") will be subordinated to the Investor Certificates, in each case to the extent described in the Securitization Trust Agreement. Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Securitization Trust Agreement. The property of the Securitization Trust will consist primarily of a certificate representing substantially all of a special unit of beneficial interest (the "1998-C SUBI"), which, in turn, will evidence a beneficial interest in certain specified assets of Toyota Lease Trust, a Delaware business trust (the "Titling Trust"), monies on deposit in the SUBI Collection Account, and the right to receive payments from the Reserve Fund in certain circumstances (collectively, the "1998-C SUBI Assets"). The assets of the Titling Trust (the "Titling Trust Assets") will consist primarily of retail closed-end lease contracts assigned to the Titling Trust by motor vehicle dealers pursuant to dealer agreements with the Titling Trust, the automobiles and light duty trucks relating thereto and the proceeds thereof, and payments made under certain insurance policies relating to such lease contracts, the related lessees or such leased vehicles. The 1998-C SUBI Insurance Certificate, representing interests in certain residual value insurance policies that are part of the 1998-C SUBI, will not be property of the Securitization Trust. The Titling Trust is expected to invest certain collections on the Contracts and Leased Vehicles in certain demand notes ("TMCC Demand Notes") issued by TMCC pursuant to an indenture (the "Indenture") dated as of [November ], 1998, between TMCC and U.S. Bank, as trustee (in such capacity, the "Indenture Trustee"). The 1998-C SUBI (other than interests in certain Residual Value Insurance Policies) will be evidenced by a certificate (the "1998-C SUBI Certificate") issued to TMCC by the Titling Trust pursuant to the 1998-C Supplement (the "1998-C SUBI Supplement") dated [November ], 1998, to the Amended and Restated Trust and Servicing Agreement (the "Titling Trust Agreement") dated as of October 1, 1996, in each case, among TMCC, as grantor, initial beneficiary and servicer, TMTT, Inc., as trustee (the "Titling Trustee") and U.S. Bank, as trust agent (in such capacity, the "Trust Agent"). TMCC will transfer the 1998-C SUBI Certificate to the Transferor pursuant to the 1998-C SUBI Certificate Purchase and Sale Agreement between them (the "1998-C SUBI Certificate Sale Agreement"). The 1998-C SUBI Certificate will be transferred and assigned by the Transferor to the Securitization Trustee pursuant to the Securitization Trust Agreement. The Titling Trust Assets (including the 1998-C SUBI Assets) will be serviced by TMCC pursuant to the Titling Trust Agreement and the Series 1998-C SUBI Servicing Supplement to the Titling Trust Agreement dated as of September 1, 1998 (the "1998-C SUBI Servicing Supplement") among the Titling Trustee, TMCC and the Transferor. The Securitization Trust Agreement, the Titling Trust Agreement, the 1998-C SUBI Supplement, the 1998-C SUBI Servicing Supplement, the 1998-C SUBI Certificate Sale Agreement, the UTI Supplement (as defined herein), the TMCC SUBI Account Control Agreement, the 1998-C SUBI Account Control Agreement, the TLI SUBI Account Control Agreement, a swap agreement in the form of an ISDA master agreement and schedule thereto and confirmations relating thereto (together the "Swap Agreement") between the Securitization Trust and TMCC as swap counterparty (in such capacity the "Swap Counterparty"), the Indenture and the TMCC Demand Notes are referred to herein collectively as the "Basic Agreements".
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIBanc of America Funding Corporation, a Delaware corporation (the "SellerCompany"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") and a wholly$1,842,163,100 aggregate Class Certificate Balance of its Mortgage Pass-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ Through Certificates identified in Schedule I hereto (the "TrustOffered Certificates") having the aggregate initial Class Certificate Balances or Notional Amounts set forth in Schedule I (subject to issue an upward or downward variance, not to exceed 5%, of the precise initial Class Certificate Balance or Notional Amount within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with the Class B-4, Class B-5, Class B-6, Class CE and sell $_________ principal amount of its ____% Asset Backed Class P Certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of adjustable interest rate mortgage loans having original terms to maturity of approximately 180 to approximately 480 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated September 29, 2006 by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat certain of the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account be issued pursuant to the Cash Collateral Agreement to be a pooling and servicing agreement, dated as of _______September 29, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ 2006 (the "Pooling and Servicing Agreement") ), among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITCompany, as Master Servicer depositor, U.S. Bank National Association, as trustee (the "CIT Consumer Finance" or Trustee"), and ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the "Master Servicer") and as securities administrator (the "Securities Administrator"). The Mortgage Loans and other assets of the Trust Offered Certificates will be sold by CIT Consumer Finance to issued in the Seller pursuant to a denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated September 29, 2006, by and between BAS, as of_________purchaser, 199_ and the Company (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller are collectively referred to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated herein as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Basic Documents." Capitalized terms used herein and that are not otherwise defined shall herein have the meanings given them assigned thereto in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Banc of America Funding 2006-H Trust)
Introductory. The CIT Group Securitization Corporation IIIWODFI LLC, a Delaware corporation limited liability company (the ------------ "Transferor") and World Omni Financial Corp. ("World Omni"), a Florida corporation, hereby confirm their respective agreements with you (the "SellerUnderwriter"), with respect to the sale by the Transferor to the Underwriter of $23,000,000 aggregate principal amount of Floating Rate Asset Backed Notes, Class B (the "Notes") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation the World Omni Master Owner Trust (the "CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (Issuer" or the "Trust") to issue under the terms and sell $_________ principal amount of its ____% Asset Backed Certificates conditions herein contained. The Issuer was created as a Delaware business trust under the Trust Agreement (the "CertificatesTrust Agreement"), dated as of November 22, 1999, between the Transferor and Chase Manhattan Bank Delaware, a Delaware banking corporation (the predecessor-by-merger to Chase Manhattan Bank USA, National Association), as owner trustee (in such capacity, the "Owner Trustee"). The Certificates are registered Notes will be issued pursuant to an Amended and Restated Indenture, dated as of April 6, 2000 (the "Indenture"), between the Issuer and BNY Midwest Trust Company, an Illinois banking corporation (as successor-in-interest to the corporate trust administration of ▇▇▇▇▇▇ Trust & Savings Bank), as indenture trustee (in such capacity, the "Indenture Trustee"), as supplemented by the Series 2001-1 Supplement (the "Series Supplement"), to be dated as of the Closing Date (as defined in Section 3 hereof), between the Issuer and the Indenture Trustee. The Notes will be secured by the Collateral pledged to the Indenture Trustee under the registration statement referred to in Section 2(a)Indenture. The assets of the Trust includeCollateral includes, among other things, a pool wholesale receivables generated by World Omni from time to time in certain revolving financing arrangements with automobile dealers to finance their automobile, light duty truck and other motor vehicle inventory and collections on the Receivables. Certain Receivables existing at the opening of mortgage loans business on November 22, 1999 (the "Initial Mortgage LoansClosing Date") secured have been, and specified Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by residential properties financed thereby World Omni to the Transferor pursuant to the Amended and Restated Receivables Purchase Agreement dated as of April 6, 2000, as amended by Amendment No. 1 thereto dated as of August 11, 2000 (the "Initial Mortgaged PropertiesRPA")) between World Omni and the Transferor. The Transferor has sold, assigned, transferred and certain monies received thereunder on or after ___________conveyed and will continue to sell, 199_assign, amounts deposited in transfer and convey such property to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Amended and Restated Trust Sale and Servicing Agreement to be dated as of _______April 6, 199_ 2000 as amended by Amendment No. 1 thereto dated as of August 11, 2000 (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling Sale and Servicing Agreement") among the SellerWorld Omni, the Trustee Transferor and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans Issuer and other assets of the Trust will be sold by CIT Consumer Finance Issuer has pledged such property to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (Indenture Trustee. Capitalized terms used herein that are not otherwise defined shall have the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement. Certain of The Trust Agreement, the Mortgage Loans Sale and other property sold by CIT Consumer Finance to Servicing Agreement, the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales FinancingIndenture, Inc. the Series Supplement, the RPA and the Administration Agreement (the "CITSFAdministrative Agreement") pursuant to a Mortgage Loan Purchase Agreement to be ), dated as of _________November 22, 199_ (1999, among the Issuer, World Omni and the Indenture Trustee are referred to herein collectively as the "CITSF Purchase AgreementBasic Documents") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Wodfi LLC)
Introductory. The CIT Group Securitization Corporation IIIOnyx Acceptance Financial Corporation, a Delaware corporation (the "Seller") and a wholly-wholly owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc.Onyx Acceptance Corporation, a Delaware corporation ("CITOnyx") ), proposes [to cause CIT Home Equity Loan Onyx Acceptance [Owner] [Grantor] Trust 19__-199_-_ (the "Trust") ), a business trust organized under the laws of the State of Delaware,] to issue and sell $_______ aggregate principal amount of Class A-1 ___% Auto Loan [Backed Notes] [Pass-Through Certificates] (the "Class A-1 Securities"), $__________ aggregate principal amount of its Class A-2 ____% Asset Auto Loan [Backed Certificates Notes] [Pass-Through Certificates] (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesClass A-2 Securities"), and certain monies received thereunder on or after $_______ aggregate principal amount of Class A-3 _____% Auto Loan [Backed Notes] [Pass-Through Certificates] (the "Class A-3 Securities", 199_and together with the Class A-1 Securities and the Class A-2 Securities, amounts deposited in the Pre-Funding Account "Securities") [of the Onyx Acceptance Grantor Trust 199_-_ (the "Trust")]. [The Trust will be governed by a [Trust Agreement] [Pooling and Capitalized Interest Account Servicing Agreement] (the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement "Trust Agreement") to be dated as of _______, 199_ among the Seller, and ________ as owner trustee (the "Cash Collateral AgreementOwner Trustee") between )]. The assets of the TrustTrust will include, the Trusteeamong other things, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] a pool of retail installment sale contracts (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage LoansContracts") secured by residential properties the new and used automobiles and/or light duty trucks financed thereby thereunder (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged PropertiesFinanced Vehicles") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received due or to become due thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __after________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerCutoff Date"). The Mortgage Loans Contracts and other assets of the Trust will be sold by CIT Consumer Finance Onyx to the Seller pursuant to a Mortgage Loan Sale and Servicing Agreement (the "Purchase Agreement") dated as of September 8, 1994, as amended between Onyx and the Seller; [such Contracts and other assets will be sold by the Seller to the Trust pursuant to a Sale and Servicing Agreement (the "Sale and Servicing Agreement") to be dated as of_________, 199_ among Onyx, the Seller and the Trust]. As of the Cutoff Date, the Contracts had an aggregate principal balance of $_______. The Securities will be issued pursuant to the terms of [an Indenture (the "Purchase AgreementIndenture") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of ________, 199_ among the Trust and________as indenture trustee (the "Indenture Trustee"). Pursuant to the terms of the Administration Agreement (the "Administration Agreement") to be dated as of ________, 199_ among Onyx, the Trust and the Indenture Trustee, Onyx will agree to perform certain administrative functions with respect to the Securities] [a Pooling and Servicing Agreement (the "CITSF Purchase Pooling and Servicing Agreement") between CITSF to be dated as of ______, 199_ among the Seller, Onyx, as Servicer (in such capacity, the "Servicer"), and CIT Consumer Finance________, as trustee (the "Trustee"). The Master Servicer will service [Trust Agreement,] the Mortgage Loans on behalf of Purchase Agreement, [the Trust pursuant to Sale and Servicing Agreement, the Indenture and the Administration Agreement] [and the Pooling and Servicing Agreement], are herein referred to as, the "Basic Documents". The Certificates, each representing a fractional undivided interest in the Trust, will This Underwriting Agreement shall hereinafter be issued pursuant referred to the Pooling and Servicing as "this Agreement". Capitalized terms used herein and not otherwise defined shall have the meanings given them ascribed thereto in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Indenture.
Appears in 1 contract
Sources: Underwriting Agreement (Onyx Acceptance Financial Corp)
Introductory. The CIT Group Securitization Corporation IIIIssuer is a common law trust formed pursuant to a Trust Agreement, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary dated as of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after [______________], 199_2001 (the "Trust Agreement"), amounts deposited in between the Pre-Funding Account Bank and Capitalized Interest Account --------------- Bankers Trust Company, as owner trustee (the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account "Owner Trustee"). The Notes will ------------- be issued pursuant to the Cash Collateral Agreement to be a Master Indenture, dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of ______________], 199_ 2001 (the "Pooling and Servicing AgreementMaster Indenture") among ), between the Seller, the Trustee Issuer and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary Bank of CITNew York, as Master Servicer ---------------- indenture trustee ("CIT Consumer Finance" or the "Master ServicerIndenture Trustee"). The Mortgage Loans and other assets of , as supplemented by the Trust will be sold by CIT Consumer Finance Series ----------------- [______] Indenture Supplement with respect to the Seller pursuant to a Mortgage Loan Purchase Agreement Notes to be dated as ofof [_________], 199_ [_____] (the "Purchase AgreementIndenture Supplement," and together with the Master -------------------- Indenture, the "Indenture"). --------- Initially, the primary asset of the Issuer will be a certificate (the "Collateral Certificate") between CIT Consumer Finance and representing a beneficial interest in the Sellerassets held ----------------------- in the First Consumers Master Trust ("FCMT"), and finally by the Seller to the Trust issued pursuant to the Sale Amended and ---- Restated Pooling and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of February 1, 1999 (as heretofore amended, the "Amended and Restated Pooling and -------------------------------- Servicing Agreement"), among the Bank and The Bank of New York (successor-in- ------------------- interest to the corporate trust administration of ▇▇▇▇▇▇ Trust and Savings Bank), as trustee (the "FCMT Trustee"), and the Collateral Series Supplement, ------------ dated as of [______________], 199_ 2001, to the Amended and Restated Pooling and Servicing Agreement (the "CITSF Purchase Collateral Supplement" and together with the Amended --------------------- and Restated Pooling and Servicing Agreement, the "PSA"). The assets of FCMT --- include, among other things, certain amounts due (the "Receivables") between CITSF and CIT Consumer Financeon a pool ----------- of private label credit card accounts (the "Accounts"). -------- The Master Servicer will service Receivables are transferred by the Mortgage Loans on behalf of the Trust Bank to FCMT pursuant to the Amended and Restated Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, Collateral Certificate will be issued transferred by the Bank to the Issuer pursuant to the Pooling Transfer and Servicing Agreement, dated as of [______________], 2001 (the "Transfer and Servicing ---------------------- Agreement"), among the Bank, as Seller and Servicer, and the Issuer. Capitalized --------- The Bank has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of Notes issued by the Issuer, pursuant to an Administration Agreement, dated as of [_____________], 2001 (the "Administration Agreement"), between the Bank, as ------------------------ administrator (in such capacity, the "Administrator"), and the Issuer. The ------------- Transfer and Servicing Agreement, the PSA, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Transaction Documents." --------------------- This Underwriting Agreement is referred to herein as this "Agreement." To --------- the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing AgreementTransaction Documents. The Seller Bank and CIT Consumer Finance Spiegel Inc. ("Spiegel") hereby agree agree, severally and not ------- jointly, with the several Underwriters named in underwriters for the Class A Notes listed on Schedule I A hereto ---------- (the "Class A Underwriters"), the underwriters for the Class B Notes listed on -------------------- Schedule A hereto (the "Class B Underwriters"), and the underwriters for the ---------- -------------------- Class C Notes listed on Schedule A hereto (the "Class C Underwriters," and ---------- -------------------- together with the Class A Underwriters and the Class B Underwriters, the "Underwriters") as follows:: ------------
Appears in 1 contract
Sources: Underwriting Agreement (First Consumers Master Trust)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group HoldingsJCP Receivables, Inc., a Delaware corporation ("CITJCPR") ), proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ aggregate principal amount of its ____% Class A Asset Backed Certificates Certificates, Series E (the "Certificates") issued by JCP Master Credit Card Trust (the "Trust"). The Certificates are registered under the registration statement referred will be issued pursuant to in Section 2(a)a Master Pooling and Servicing Agreement among JCPR, ▇. The assets of the Trust include▇. Penney Company, among other thingsInc., a pool of mortgage loans as servicer (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged PropertiesJCPenney"), and certain monies received thereunder on or after ___________The Fuji Bank and Trust Company, 199_as trustee (the "Trustee"), amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______September 5, 199_ (1988, as amended as of October 15, 1997, as supplemented by the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together Series E Supplement with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed respect to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates(together, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among (references to the Seller, the Trustee Pooling and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CITServicing Agreement herein may, as Master Servicer the context requires, include all supplements thereto, including the Series E Supplement). $______ aggregate principal amount of Class B Investor Interest, Series E ("CIT Consumer Finance" or the "Master ServicerClass B Investor Interest"). The Mortgage Loans ) and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of$__________ aggregate principal amount of Class C Investor Interest, 199_ Series E (the "Purchase AgreementClass C Investor Interest") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will also be issued pursuant to the Pooling and Servicing Agreement. Capitalized The Class B Investor Interest and the Class C Investor Interest are expected to be initially retained by JCPR. JCPR has entered into a Receivables Purchase Agreement with JCPenney, as seller of the Receivables, dated as of September 5, 1988, as amended as of October 15, 1997 (together with any supplements thereto, the "Receivables Purchase Agreement"), which provides for the sale of Receivables (as defined below) by JCPenney to JCPR. Each Certificate will represent a specified percentage Undivided Interest in the Trust. To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller JCPR and CIT Consumer Finance hereby JCPenney agree with Credit Suisse First Boston Corporation, as representative (the several Underwriters "Representative") of the underwriters named in Schedule I A hereto (the "Underwriters") as follows:
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIMetris Receivables, Inc. (the "Transferor"), a Delaware corporation corporation, and a wholly owned subsidiary of Metris Companies Inc. ("Metris"), proposes to sell $[-] Floating Rate Asset Backed Securities, Series [-], Class A (the "SellerClass A Securities") and a wholly$[-owned limited] Floating Rate Asset Backed Securities, Series [-purpose finance subsidiary of The CIT Group Holdings], Inc.Class B (the "Class B Securities" and together with the Class A Securities, a Delaware corporation (the "CITOffered Securities") proposes to cause CIT Home Equity Loan issued by the Metris Master Trust 19__-_ (the "Trust") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under Each Offered Security will represent a fractional undivided interest in the registration statement referred to in Section 2(a)Trust. The assets of the Trust will include, among other things, a pool of mortgage loans receivables (the "Initial Mortgage LoansReceivables") secured by residential properties financed thereby arising under certain MasterCard(R), VISA(R) or other revolving consumer credit accounts(1) (the "Initial Mortgaged PropertiesAccounts") transferred and sold by Direct Merchants Credit Card Bank, National Association ("Direct Merchants Bank" or, in its capacity as servicer under the P&S (as hereinafter defined), the "Servicer") to Metris pursuant to an Amended and Restated Bank Receivables Purchase Agreement dated as of July 30, 1998 between Metris and Direct Merchants Bank (as supplemented and amended from time to time, the "Bank Purchase Agreement"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in then subsequently sold by Metris to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Transferor pursuant to the Cash Collateral an Amended and Restated Purchase Agreement to be dated as of _______July 30, 199_ 1998 between Metris and the Transferor (as supplemented and amended from time to time, the "Cash Collateral Purchase Agreement") between and then transferred by the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed Transferor to the Trust pursuant to the an Amended and Restated Pooling and Servicing Agreement dated as of July 30, 1998 among the Transferor, the Servicer and U.S. Bank National Association (as successor to The Bank of New York (Delaware) (the "Prior Trustee")), as trustee, (the "Trustee"), as supplemented by an Agreement of Resignation, Appointment and Acceptance dated as of December 11, 2000 among the Transferor, the Servicer, the Prior Trustee and the Trustee, as further supplemented by Amendment No. 1 to the Amended and Restated Pooling and Servicing Agreement, dated as of April 26, 2001 among the Transferor, the Servicer and the Trustee (as amended and supplemented as of the date hereof, the "P&S"). The Offered Securities will be issued pursuant to the P&S and the Series [-] Supplement to the P&S (the "Supplement") to be dated the Closing Date (as of __________defined herein), 199_ (among the Transferor, the Servicer and the Trustee. The P&S and the Supplement are collectively referred to herein as the "Pooling and Servicing Agreement") among the Seller, the Trustee and ." The CIT Group/Consumer Finance, Inc., a wholly$[-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust ] Series [-] Excess Collateral will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will also be issued pursuant to the Pooling and Servicing Agreement and together with the Class A Securities and Class B Securities, are referred to herein as the "Investor Securities". The Bank Purchase Agreement. Capitalized terms used herein , the Purchase Agreement and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. Agreement are collectively referred to as the "Designated Agreements." The Seller and CIT Consumer Finance hereby agree Transferor has filed with the several Underwriters named in Schedule I hereto Securities and Exchange Commission (the "UnderwritersCommission") a registration statement on Form S-3 (No. 333-60530) pursuant to Rule 415 under the Securities Act of 1933, as follows:amended (the "Act"), in the form heretofore delivered to the Representative. The Registration Statement, as amended, has been declared effective by the Commission. If any post-effective amendment has been filed with respect thereto, prior to the Execution Time, the most recent such amendment has been declared effective by the Commission. The Transferor will also file with the Commission a prospectus supplement and prospectus relating to the Offered Securities in accordance with Rule 424(b) under the Act ("Rule 424(b)"). The registration statement, including any amendments thereto, the form of prospectus supplement and all documents incorporated by reference therein, is referred to herein as the "Registration Statement." The Registration Statement shall be in all substantive respects in the form distributed to the Representative prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes as the Transferor has advised the Representative, prior to the Execution Time, will be included or made therein.
Appears in 1 contract
Introductory. The CIT Group Securitization Corporation IIIConn’s Receivables Funding 2017-A, a Delaware corporation LLC (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT"“Issuer”) proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell $_________ 313,220,000 aggregate principal amount of its ____% Asset Backed Certificates Fixed Rate Notes, Class A, Series 2017-A (the "Certificates"“Class A Notes”), $106,270,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class B, Series 2017-A (the “Class B Notes”), and $50,340,000 aggregate principal amount of Asset Backed Fixed Rate Notes, Class C, Series 2017-A (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Purchased Notes”) to you as initial purchasers (the “Initial Purchasers”). The Certificates are registered under Purchased Notes, together with the registration statement referred Asset Backed Class R Notes, Series 2017-A (the “Class R Notes” and, collectively with the Purchased Notes, the “Notes”) will be issued pursuant to a Base Indenture, to be dated as of April 19, 2017 (the “Base Indenture”), as supplemented by a Supplemental Indenture, to be dated as of April 19, 2017 (the Base Indenture, as supplemented by such Supplemental Indenture, the “Indenture”), each between the Issuer and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (in Section 2(asuch capacity, the “Trustee”). The Notes will be secured by the assets of the Issuer, which will consist primarily of a certificate (the “Receivables Trust Certificate”) representing a 100% interest in the Conn’s Receivables 2017-A Trust (the “Receivables Trust”). The Receivables Trust Certificate will be issued pursuant to, and the Receivables Trust will be governed by, the terms of an Amended and Restated Trust Agreement, to be dated as of 19, 2017 (the “Trust Agreement”) between Conn Appliances Receivables Funding, LLC (the “Depositor”) and Wilmington Trust, National Association (the “Receivables Trust Trustee”). The assets of the Receivables Trust include, among other things, a pool will consist primarily of mortgage loans certain retail installment sales contracts (the "Initial Mortgage Loans"“Receivables”) secured by residential properties financed thereby made to finance customer purchases of Merchandise from Conn Appliances, Inc. (“Conn Appliances”), which were previously conveyed to Conn Credit I, L.P. (the "Initial Mortgaged Properties"), “Seller”) and certain monies received thereunder on or after ___________, 199_, amounts deposited in related rights. The Receivables Trust Certificate will be sold to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement terms of a Purchase and Sale Agreement, to be dated as of _______April 19, 199_ 2017 (the "Cash Collateral “Purchase and Sale Agreement") ”), between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") Depositor and the Pooling and Servicing Agreement Issuer. The Class R Notes will be retained by the Depositor on the Closing Date. The Receivables will be sold (as defined below), additional mortgage loans (i) by the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Seller to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust Depositor pursuant to the Pooling and Servicing Agreement a First Receivables Purchase Agreement, to be dated as of __________April 19, 199_ 2017 (the "Pooling “First Receivables Purchase Agreement”), between the Seller and Servicing Agreement"the Depositor, and (ii) among by the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance Depositor to the Seller Receivables Trust pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Second Receivables Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________April 19, 199_ 2017 (the "CITSF “Second Receivables Purchase Agreement") ”), between CITSF the Depositor and CIT Consumer Financethe Receivables Trust. The Master Servicer Receivables will service be serviced for the Mortgage Loans on behalf of the Receivables Trust by Conn Appliances pursuant to the Pooling and terms of a Servicing Agreement. The Certificates, each representing a fractional undivided interest in to be dated as of April 19, 2017 (the “Servicing Agreement”), among the Issuer, the Receivables Trust, the Trustee and Conn Appliances, as servicer (in such capacity, the “Servicer”). Systems & Services Technologies, Inc. (“SST”) will be issued act as the back-up servicer of the Receivables pursuant to the Pooling and terms of a Back-Up Servicing Agreement, to be dated as of April 19, 2017 (the “Back-Up Servicing Agreement”), among the Receivables Trust, the Servicer, the Issuer, the Trustee and SST, as back-up servicer (in such capacity, the “Back-Up Servicer”). In connection with the issuance of the Notes, the Conn’s Receivables 2015-A Trust, the Conn’s Receivables 2016-A Trust, the Conn’s Receivables 2016-B Trust, the Receivables Trust, Conn Appliances, Conn Credit Corporation, Inc. and the Seller will also enter into a Third Amended and Restated Intercreditor Agreement, to be dated as of April 19, 2017 (the “Intercreditor Agreement”), with Bank of America, N.A., as collateral agent, providing for the release of certain of the Receivables from the lien of an existing financing arrangement and related matters. Capitalized terms used herein and but not otherwise defined herein shall have the meanings given them set forth in the Pooling Indenture. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree that the “Closing Date” shall be April 19, 2017, at 10:00 a.m. New York City time (or at such other place and time on the same or other date as shall be agreed to in writing by the Initial Purchasers and the Depositor). The terms of the Purchased Notes are set forth in the Preliminary Offering Memorandum and are, or will be, set forth in the Offering Memorandum (each as defined below). Pursuant to this Note Purchase Agreement (this “Agreement”), and subject to the terms hereof, the Issuer agrees to sell the Purchased Notes to the Initial Purchasers. Any sale of the Purchased Notes will be made without registration of the Purchased Notes under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon exemptions from the registration requirements of the Securities Act. For purposes of this Agreement, the Indenture, the Notes, the Trust Agreement, the Purchase and Sale Agreement, the First Receivables Purchase Agreement, the Second Receivables Purchase Agreement, the Servicing Agreement, the Back-Up Servicing Agreement, the Intercreditor Agreement and this Agreement are collectively referred to herein as the “Transaction Documents”. Prior to (i) with respect to the Class A Notes and Class B Notes, 1:45 p.m. New York City time on April 11, 2017 (i.e., the date and time the first Contract of Sale (as defined below) for the Class A Notes and Class B Notes was entered into, as designated by the Initial Purchasers) and (ii) with respect to the Class C Notes, 1:00 p.m. New York City time on April 12, 2017 (i.e, the date and time the first Contract of Sale (as defined below) for the Class C Notes (as applicable, the “Time of Sale”) the Issuer had prepared (i) the Preliminary Offering Memorandum, dated April 4, 2017 (the “Preliminary Offering Memorandum”), (ii) the CONN 2017-A ABS Investor Presentation, dated April 5, 2017 (the “Deal Road Show”), (iii) the Intex CMO Description Information (CDI) meta language describing the transactions contemplated by the Transaction Documents (the “CDI Data”), (iv) the data file entitled “Conn17a_Pricing Scenario.sss” (the “Data File”), (v) the Microsoft Excel file entitled “CONN 2017-A_Static Pool Exhibit A” (the “Static Pool Appendix File”), (vi) the Microsoft Excel file entitled “CON17A CF for EV 040717” (the “Intex Runs File”) and (vii) the Microsoft Excel file entitled “CONN 2017-A_Static Pool Exhibit C” (the “Replines File” and, collectively with the Preliminary Offering Memorandum, the Deal Road Show, the CDI Data, the Data File, the Intex Runs File and the Static Pool Appendix File, the “Time of Sale Information”). Any reference in this Agreement to the Preliminary Offering Memorandum and the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein as of the date of the Preliminary Offering Memorandum or Offering Memorandum, as applicable. If, subsequent to the Time of Sale and prior to the Closing Date, the Time of Sale Information, taken as a whole, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Initial Purchasers terminate their existing Contracts of Sale and enter into new Contracts of Sale with investors in the Purchased Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contracts of Sale, including in an amended Preliminary Offering Memorandum approved by the Issuer and the Initial Purchasers that corrects such material misstatements or omissions, and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into. The Seller Depositor will prepare and CIT Consumer Finance deliver to the Initial Purchasers, on or promptly after the date hereof, a final offering memorandum, dated the date hereof, including pricing-dependent information, for the offering of the Purchased Notes, in form and substance reasonably acceptable to the Initial Purchasers (the “Offering Memorandum”). Each of the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. hereby agree confirms that it has authorized the use of the Preliminary Offering Memorandum, the other Time of Sale Information and the Offering Memorandum in connection with the several Underwriters named offering and resale of the Purchased Notes by the Initial Purchasers in Schedule I hereto (accordance with the "Underwriters") as follows:terms hereof. The Initial Purchasers, the Issuer, the Depositor, Conn Appliances and Conn’s, Inc. understand that the Purchased Notes have not been and will not be registered under the Securities Act in reliance on certain exemptions from the registration requirements thereof. Each class of the Purchased Notes will be represented by one or more global notes in fully registered form without coupons.
Appears in 1 contract
Sources: Note Purchase Agreement (Conns Inc)
Introductory. The CIT Group Securitization Corporation IIIBanc of America Funding Corporation, a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings“Company”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ sell to Banc of America Securities LLC (“BAS” or the "Trust"“Underwriter”) to issue and sell approximately $_________ principal amount 6,501,699 aggregate Class Balance of its ____% Asset Mortgage Certificate-Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named identified in Schedule I hereto (the "Underwriters"“Offered Certificates”) having the Maximum Original Class Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Maximum Original Class Balances). The Offered Certificates, together with the Class A-R, Class A-3 and Class A-5 Certificates (the “Non-Offered Certificates”) are collectively referred to herein as follows:the “Certificates” and evidence the entire ownership interest in the assets of a trust estate (the “Trust Estate”) consisting primarily of an approximate 7.60% Percentage Interest of Banc of America Mortgage 2006-B Trust, Class 4-A-1 Certificates (the “Mortgage Certificates”), as set forth on Schedule III hereto, which were previously issued by the Banc of America Mortgage 2006-B Trust and acquired by the Company pursuant to a mortgage certificate purchase agreement (the “Mortgage Certificate Purchase Agreement), dated March 30, 2009, by and between the Company, as purchaser, and BAS, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the “Cut-off Date”), the Mortgage Certificates will have the certificate balance set forth in Schedule III. This Underwriting Agreement shall hereinafter be referred to as the “Agreement.” Elections will be made to treat certain of the assets of the Trust Estate as one or more separate real estate mortgage investment conduits (each, a “REMIC”). The Certificates are to be issued pursuant to a trust agreement, dated March 30, 2009 (the “Trust Agreement”), by and between the Company, as depositor, and ▇▇▇▇▇ Fargo Bank, N.A., as trustee (the “Trustee”). The Offered Certificates will be issued in the denominations specified in Schedule I. The Trust Agreement, this Agreement, the Mortgage Certificate Purchase Agreement and the purchase agreement, dated March 30, 2009, by and between BAS, as purchaser, and the Company (the “Purchase Agreement”) are collectively referred to herein as the “Basic Documents.” Capitalized terms used herein that are not otherwise defined herein have the meanings assigned thereto in the Trust Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Banc of America Funding Corp)
Introductory. The CIT Group Securitization Corporation IIIBanc of America Funding Corporation, a Delaware corporation (the "SellerCompany"), proposes to sell to Banc of America Securities LLC ("BAS" or the "Underwriter") and a wholly$713,655,943 aggregate Class Certificate Balance of its Mortgage Pass-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ Through Certificates identified in Schedule I hereto (the "TrustOffered Certificates") having the aggregate Initial Class Certificate Balances or Initial Notional Amounts (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount) set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the precise Initial Class Certificate Balance or Initial Notional Amount (or, with respect to each class of Exchangeable REMIC or Exchangeable Certificates, the Maximum Initial Class Certificate Balance or Maximum Initial Notional Amount) within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with three classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of fixed interest rate mortgage loans having original terms to maturity of approximately 240 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to issue and sell $_________ principal amount of its ____% Asset Backed Certificates be acquired by the Company pursuant to a mortgage loan purchase agreement (the "CertificatesMortgage Loan Purchase Agreement"), dated September 28, 2006, by and between the Company, as purchaser and Bank of America, National Association, as seller. As of the close of business on the date specified in Schedule I as the cut-off date (the "Cut-off Date"), the Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account be issued pursuant to the Cash Collateral Agreement to be a pooling and servicing agreement, dated as of _______September 28, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ 2006 (the "Pooling and Servicing Agreement") ), among the SellerCompany, as depositor, ▇▇▇▇▇ Fargo Bank, N.A., as securities administrator (the Trustee and The CIT Group/Consumer Finance"Securities Administrator"), CitiMortgage, Inc., a wholly-owned subsidiary of CIT, as Master Servicer master servicer ("CIT Consumer Finance" or the "Master Servicer"), and U.S. Bank National Association, as trustee (the "Trustee"). The Mortgage Loans and other assets of the Trust Offered Certificates will be sold by CIT Consumer Finance to issued in the Seller pursuant to a denominations specified in Schedule I. The Pooling and Servicing Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated September 28, 2006, between BAS, as of_________, 199_ purchaser and the Company (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller are collectively referred to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated herein as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Basic Documents." Capitalized terms used herein and that are not otherwise defined shall herein have the meanings given them assigned thereto in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Banc of America Funding 2006-6 Trust)
Introductory. The CIT Group Securitization Corporation IIIPPL Electric Utilities Corporation, a Delaware Pennsylvania corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings“Company”), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (the "Trust") to issue and sell sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $_________ 25,000,000 aggregate principal amount of its ____the Company’s Senior Secured Bonds, 7.125% Asset Backed Certificates Series due 2013 (the "Certificates"). “Bonds”) to be issued under an Indenture, dated as of August 1, 2001, between the Company and The Certificates are registered under the registration statement referred to in Section 2(a). The assets Bank of the Trust includeNew York Mellon, among other things, a pool of mortgage loans as trustee thereunder (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"“Trustee”), and certain monies received thereunder on or after ___________as supplemented by Supplemental Indenture No. 8 (“Supplemental Indenture No. 8”), 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______October 1, 199_ 2008 (the "Cash Collateral Agreement") between the Trustas so supplemented, the Trustee“Indenture”). The Bonds will be part of the same series as the $375,000,000 aggregrate principal amount of the Company’s 7.125% Senior Secured Bonds due 2013 that were offered on October 14, 3008, increasing the Master Servicer and [aggregrate principal amount of the series to $400,000,000. The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") Bonds will be initially secured by residential properties financed thereby mortgage bonds (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties"“Mortgage Bonds”) to be conveyed to issued by the Trust subsequent to Company in a like aggregate principal amount as the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust Bonds pursuant to the Pooling Company’s Mortgage and Servicing Agreement Deed of Trust, dated as of October 1, 1945, to Deutsche Bank Trust Company Americas (formerly Bankers Trust Company, successor to ▇▇▇▇▇▇ Guaranty Trust Company of New York, formerly Guaranty Trust Company of New York), as trustee thereunder (the “Mortgage Trustee”), as amended and supplemented by seventy indentures supplemental thereto (the “Mortgage and Deed of Trust”), and as to be amended and supplemented by a Seventy-Seventh Supplemental Indenture to be dated as of __________October 1, 199_ 2008 (the "Pooling “Seventy-Seventh Supplemental Indenture ”) (such Mortgage and Servicing Agreement") among Deed of Trust and the Seller, Seventy-Seventh Supplemental Indenture being hereinafter collectively referred to herein as the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"“Mortgage”). The Mortgage Loans Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement (No. 333-132574-03) on Form S-3, including the related preliminary prospectus or prospectus, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Securities Act Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof or included therein by the Securities Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). All references in this Agreement to financial statements and schedules and other assets information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be a part of or included in the Trust will be sold by CIT Consumer Finance Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Seller pursuant Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to a Mortgage Loan Purchase Agreement mean and include the filing of any document under the Securities Exchange Act of 1934 (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by Securities Act Regulations to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain a part of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest or included in the TrustRegistration Statement, will be issued pursuant to such preliminary prospectus or the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have Prospectus, as the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:case may be.
Appears in 1 contract
Sources: Underwriting Agreement (PPL Electric Utilities Corp)
Introductory. The CIT Group Securitization Corporation IIIFirst National Funding LLC (“FNF LLC” or the “Transferor”), a Delaware corporation (limited liability company formed under the "Seller") and a wholly-owned limited-purpose finance subsidiary laws of The CIT Group Holdingsthe State of Nebraska, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan First National Master Note Trust 19__-_ (the "Trust"“Issuer”) to issue and sell $_________ [ ] principal amount of its ____% Class A Series [201 - ] Asset Backed Certificates Notes [(the "Certificates"“Notes”)] [(the “Class A Notes”)] [,$[ ] principal amount of Class B Series [201 - ] Asset Backed Notes (the “Class B Notes”)] [and $[ ] principal amount of Class C Series [201 - ] Asset Backed Notes (the “Class C Notes”, and together with the Class A Notes and the Class B Notes, the “Notes”)], to the Underwriters (as defined hereinafter) for whom you are acting as Representatives. The Certificates are registered under Issuer is a Delaware statutory trust formed pursuant to (a) a Trust Agreement, dated as of October 16, 2002, as amended and restated in its entirety by Second Amended and Restated Trust Agreement dated as of June [ ], 2016 (collectively, the registration statement referred “Trust Agreement”), between the Transferor and Wilmington Trust Company (“WTC”), as owner trustee (the “Owner Trustee”) and (b) the filing of a certificate of trust with the Secretary of State of Delaware on October 16, 2002. The Notes will be issued pursuant to in Section 2(aa Second Amended and Restated Master Indenture, dated as of June [ ], 2016 (as amended, the “Master Indenture”), between the Issuer and U.S. Bank National Association, as successor indenture trustee to The Bank of New York Mellon Trust Company, N.A. (“U.S. Bank”), as indenture trustee (the “Indenture Trustee”), as supplemented by the Series [201 - ] Indenture Supplement with respect to the Notes to be dated as of the Closing Date (as defined below) (the “Indenture Supplement,” and together with the Master Indenture, the “Indenture”). The assets of the Trust Issuer include, among other things, a pool of mortgage loans certain amounts due (the "Initial Mortgage Loans"“Receivables”) secured on a portfolio of Visa® and MasterCard® revolving credit card accounts owned by residential properties financed thereby the Bank (the "Initial Mortgaged Properties"“Accounts”), and certain monies received thereunder on or after ___________, 199_, amounts deposited in . The Receivables are transferred to the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Issuer pursuant to the Cash Collateral Agreement to be Second Amended and Restated Transfer and Servicing Agreement, dated as of _______June [ ], 199_ 2016 (as amended, the “Transfer and Servicing Agreement”), among the Transferor, First National Bank of Omaha, a national banking association (the "Cash Collateral Agreement") between the Trust“Bank”), the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] as servicer (the "Cash Collateral Depositor"“Servicer”) and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed Issuer. The Receivables transferred to the Trust subsequent to Issuer by the date of issuance of Transferor are acquired by the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and Transferor from the other property and the proceeds thereof to be conveyed to the Trust Bank pursuant to the Pooling Second Amended and Servicing Agreement to be Restated Receivables Purchase Agreement, dated as of __________June [ ], 199_ 2016 (the "Pooling and Servicing Agreement") among the Selleras amended, the Trustee “Receivables Purchase Agreement”), between the Transferor and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer")Bank. The Mortgage Loans Bank has agreed to provide notices and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans perform on behalf of the Trust Issuer certain other administrative obligations required by the Transfer and Servicing Agreement, the Master Indenture and each indenture supplement for each series of notes issued by the Issuer, pursuant to the Pooling Second Amended and Restated Administration Agreement, dated as of June [ ], 2016 (as amended, the “Administration Agreement”), between the Bank, as administrator (in such capacity, the “Administrator”), and the Issuer. The Receivables (and the related accounts) will be subject to review by [ ] (the “Asset Representations Reviewer”) in certain circumstances for compliance with certain representations and warranties made about the Receivables, in accordance with the Asset Representations Review Agreement, dated as of [ ] (as amended or supplemented from time to time, the “Asset Representations Review Agreement”), among the Issuer, the Transferor, the Bank, the Servicer and the Asset Representations Reviewer. The Transfer and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the TrustReceivables Purchase Agreement, will be issued pursuant the Indenture, the Trust Agreement, the Administration Agreement and the Asset Representations Review Agreement are referred to herein, collectively, as the Pooling and Servicing “Transaction Documents.” This Underwriting Agreement is referred to herein as this “Agreement. Capitalized .” To the extent not defined herein, capitalized terms used herein and not otherwise defined shall have the meanings given them assigned in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Transaction Documents.
Appears in 1 contract
Sources: Underwriting Agreement (First National Funding LLC)
Introductory. The CIT Group Securitization Corporation III, a Delaware corporation World Omni Master Owner Trust (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ (Issuer" or the "Trust"), a Delaware business trust, WODFI LLC, a Delaware limited liability company (the "Transferor") and World Omni Financial Corp. ("World Omni"), a Florida corporation, hereby confirm their respective agreements with you [and each of the other underwriters named in Schedule I hereto] (the "Underwriters"), [for whom you are acting as representative (the "Representative")], with respect to issue and sell the sale by the Issuer to the Underwriters of its $[_________ __] aggregate principal amount of its [____% %] [Floating Rate] Asset Backed Certificates Notes, Class A (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage LoansClass A Notes") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after [___________] aggregate principal amount of [___%] [Floating Rate] Asset Backed Notes, 199Class B (the "Class B Notes" and, together with the Class A Notes, the "Notes") under the terms and conditions herein contained. The Class A Notes will bear an annual percentage rate equal to [__]. The Class B Notes will bear an annual percentage rate equal to [__]. Simultaneously with the issuance and sale of the Notes as contemplated herein, amounts deposited the Issuer will also issue a Transferor Certificate (the "Transferor Certificate"), evidencing the undivided ownership interest in the PreIssuer. The Issuer was created as a Delaware business trust under the Trust Agreement (the "Trust Agreement"), dated as of November 22, 1999, between the Transferor and Chase Manhattan Bank Delaware, as owner trustee (in such capacity, the "Owner Trustee"). The Notes will be issued pursuant to an indenture, dated as of November 22, 1999 (the "Indenture"), between the Issuer and ▇▇▇▇▇▇ Trust & Savings Bank, as indenture trustee (in such capacity, the "Indenture Trustee"), as supplemented by the Series 2000-Funding Account 1 Supplement (the "Series Supplement"), dated as of February [__], 2000, between the Issuer and Capitalized Interest Account the right Indenture Trustee. The Notes will be secured by the Collateral pledged to receive payments the Indenture Trustee under the Indenture. The Collateral includes, among other things, wholesale receivables generated by World Omni from time to time in certain circumstances from funds deposited in revolving financing arrangements with automobile dealers to finance their automobile, light duty truck and other motor vehicle inventory and collections on the Cash Collateral Account Receivables. Certain Receivables existing at the opening of business on November 22, 1999 (the "Initial Closing Date") have been, and substantially all Receivables arising thereafter have been and will continue to be, sold, assigned, transferred and conveyed by World Omni to the Transferor pursuant to the Cash Collateral Receivables Purchase Agreement to be (the "RPA"), dated as of _______November 22, 199_ (the "Cash Collateral Agreement") 1999, between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") World Omni and the Pooling Transferor. The Transferor has sold, assigned, transferred and conveyed such property to the Issuer pursuant to the Trust Sale and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling Sale and Servicing Agreement") ), dated as of November 22, 1999, among the SellerWorld Omni, the Trustee Transferor and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans Issuer and other assets of the Trust will be sold by CIT Consumer Finance Issuer has pledged such property to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (Indenture Trustee. Capitalized terms used herein that are not otherwise defined shall have the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant meanings ascribed thereto in Appendix A to the Sale and Servicing Agreement. Certain of The Trust Agreement, the Mortgage Loans Sale and other property sold by CIT Consumer Finance to Servicing Agreement, the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales FinancingIndenture, Inc. the Series Supplement, the RPA, the [Swap Agreement] and the Administration Agreement (the "CITSFAdministrative Agreement") pursuant to a Mortgage Loan Purchase Agreement to be ), dated as of _________November 22, 199_ (1999, among the Issuer, World Omni and the Indenture Trustee, are referred to herein collectively as the "CITSF Purchase AgreementBasic Documents") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:.
Appears in 1 contract
Sources: Underwriting Agreement (Wodfi LLC)
Introductory. The CIT Group Securitization Corporation IIIDuke Energy Capital Trust [ ], a Delaware corporation (the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings, Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Loan Trust 19__-_ statutory business trust (the "Trust") to ), and Duke Energy Corporation, a North Carolina corporation (the "Corporation"), propose that the Trust issue and sell $_________ principal amount of its ____% Asset Backed Certificates (the "Certificates"). The Certificates are registered under the registration statement referred to in Section 2(a). The assets of the Trust include, among other things, a pool of mortgage loans (the "Initial Mortgage Loans") secured by residential properties financed thereby (the "Initial Mortgaged Properties"), and certain monies received thereunder on or after ___________, 199_, amounts deposited in the Pre-Funding Account and Capitalized Interest Account the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account pursuant to the Cash Collateral Agreement to be dated as of _______, 199_ (the "Cash Collateral Agreement") between the Trust, the Trustee, the Master Servicer and [The Dai-Ichi Kangyo Bank, Limited, New York Branch] (the "Cash Collateral Depositor") and the Pooling and Servicing Agreement (as defined below), additional mortgage loans (the "Subsequent Mortgage Loans;" and together with the Initial Mortgage Loans, the "Mortgage Loans") secured by residential properties financed thereby (the "Subsequent Mortgaged Properties;" and together with the Initial Mortgaged Properties, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Pooling and Servicing Agreement to be dated as of __________, 199_ (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master Servicer"). The Mortgage Loans and other assets of the Trust will be sold by CIT Consumer Finance to the Seller pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement to be dated as of _________, 199_ (the "CITSF Purchase Agreement") between CITSF and CIT Consumer Finance. The Master Servicer will service the Mortgage Loans on behalf of the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I A hereto (the "Underwriters") % Trust Preferred Securities (liquidation amount $ per preferred security), representing preferred undivided beneficial interests in the assets of the Trust (the "Preferred Securities"), guaranteed by the Corporation as follows:to the payment of distributions and payments upon liquidation or redemption, to the extent set forth in the Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as trustee thereunder (the "Guarantee Trustee"), to be dated as of the Closing Date (as defined in Section 3 hereof) (the "Guarantee"), and the Trust and the Corporation hereby agree with you as hereinafter set forth in this Agreement. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Corporation of its common securities, representing common undivided beneficial interests in the assets of the Trust (the "Common Securities"), and will be used by the Trust to purchase the Series % Junior Subordinated Notes due , (the "Notes") to be issued by the Corporation. The Preferred Securities and the Common Securities will be issued pursuant to the Amended and Restated Trust Agreement, dated as of , (the "Trust Agreement"), among the Corporation, as Depositor, and the trustees named therein, including The Chase Manhattan Bank, as property trustee (the "Property Trustee"), and Chase Manhattan Bank Delaware, as Delaware trustee (the "Delaware Trustee"). The Notes will be issued pursuant to a Subordinated Indenture, dated as of December 1, 1997 (the "Original Indenture"), between the Corporation and The Chase Manhattan Bank, as Trustee (the "Indenture Trustee"), as supplemented to the date hereof and as to be supplemented by a supplemental indenture, dated as of , (the "Supplemental Indenture" and, together with the Original Indenture as theretofore amended and supplemented, the "Indenture"). The Trust Agreement, the Guarantee and the Indenture are sometimes collectively referred to herein as the "Corporation Agreements."
Appears in 1 contract
Sources: Underwriting Agreement (Duke Energy Capital Trust V)
Introductory. The CIT Group Securitization Corporation IIISignet Bank, a Delaware Virginia banking corporation ------------ ("Signet" or the "Seller") and a wholly-owned limited-purpose finance subsidiary of The CIT Group Holdings), Inc., a Delaware corporation ("CIT") proposes to cause CIT Home Equity Signet Student Loan Trust 19__-_ 1996-A (the "Trust") to issue and sell $_________ [ ] principal amount of its ____% Floating Rate Class A-1 Asset Backed Certificates Notes and $[ ] principal amount of its Floating Rate Class A-2 Asset Backed Notes (collectively, the "Notes") to the underwriters named in Schedule I hereto (the "CertificatesUnderwriters"). The Certificates ) for whom you (the "Representative") are registered under the registration statement referred to in Section 2(a)acting as representative. The assets of the Trust include, among other things, a pool of mortgage student loans (the "Initial Mortgage Financed Student Loans") secured by residential properties financed thereby and certain monies due thereunder on and after [ ], 1996 (the "Initial Mortgaged PropertiesCutoff Date"), and certain monies received thereunder . Such Initial Financed Student Loans will be sold to the Eligible Lender Trustee (as defined below) on or after ___________, 199_, amounts deposited in behalf of the Pre-Funding Account and Capitalized Interest Account Trust by the right to receive payments under certain circumstances from funds deposited in the Cash Collateral Account Seller pursuant to the Cash Collateral Agreement to be a sale agreement, dated as of _______[ ], 199_ 1996 (the "Cash Collateral Loan Sale Agreement") between among the Trust, the TrusteeSeller and The First National Bank of Chicago, the Master Servicer and [The Dai-Ichi Kangyo Banka national banking association, Limited, New York Branch] as eligible lender trustee (the "Cash Collateral DepositorEligible Lender Trustee") and ). Under certain circumstances after the Pooling and Servicing Agreement Closing Date (as defined below), the Eligible Lender Trustee, acting on behalf of the Trust, may acquire additional mortgage student loans (the "Subsequent Mortgage Additional Acquired Student Loans;" and ", together with the Initial Mortgage Financed Student Loans, the "Mortgage Financed Student Loans") secured ). The Financed Student Loans are to be serviced by residential properties financed thereby Signet as master servicer (the "Subsequent Mortgaged Properties;" and together with Master Servicer") pursuant to a master servicing agreement, dated as of [ ], 1996 (the Initial Mortgaged Properties"Master Servicing Agreement"), among the Trust, the "Mortgaged Properties") to be conveyed to the Trust subsequent to the date of issuance of the Certificates and certain monies received thereunder on or after their respective subsequent cutoff dates, Master Servicer and the other property and the proceeds thereof to Eligible Lender Trustee. The Notes will be conveyed to the Trust issued pursuant to the Pooling and Servicing Agreement an Indenture to be dated as of __________[ ], 199_ 1996 (as amended and supplemented from time to time, the "Indenture"), between the Trust and The Bank of New York, a New York banking corporation, as indenture trustee (the "Pooling and Servicing Agreement") among the Seller, the Trustee and The CIT Group/Consumer Finance, Inc., a wholly-owned subsidiary of CIT, as Master Servicer ("CIT Consumer Finance" or the "Master ServicerIndenture Trustee"). The Mortgage Loans and other assets of the Trust Certificates will be sold by CIT Consumer Finance to the Seller issued pursuant to a Mortgage Loan Purchase Agreement to be dated as of_________, 199_ (the "Purchase Agreement") between CIT Consumer Finance and the Seller, and finally by the Seller to the Trust pursuant to the Sale and Servicing Agreement. Certain of the Mortgage Loans and other property sold by CIT Consumer Finance to the Seller will first be purchased by CIT Consumer Finance from The CIT Group/Sales Financing, Inc. ("CITSF") pursuant to a Mortgage Loan Purchase Agreement trust agreement to be dated as of _________[ ], 199_ 1996 (the "CITSF Purchase Trust Agreement"), among the Seller, as Depositor, Signet Student Loan Corporation, a Virginia corporation (the "Company"), and the Eligible Lender Trustee. An individual residing in Delaware will be appointed as a co-trustee under the Trust Agreement pursuant to a co-trustee agreement, dated as of [ ], 1996 (the "Co- Trustee Agreement"), between such individual and the Eligible Lender Trustee. Simultaneously with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[ ] principal amount of its Floating Rate Asset Backed Certificates (the "Certificates"). The Certificates will be sold pursuant to an underwriting agreement dated the date hereof (the "Certificate Underwriting Agreement") between CITSF the Seller and CIT Consumer Financethe Underwriters. The Master Servicer will service Notes and the Mortgage Loans on behalf of Certificates are hereinafter referred to collectively as the Trust pursuant to the Pooling and Servicing Agreement. The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Pooling and Servicing Agreement. "Securities." Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Pooling and Servicing Agreement. The Seller and CIT Consumer Finance hereby agree with the several Underwriters named in Schedule I hereto (the "Underwriters") as follows:Appendix A hereto.
Appears in 1 contract