Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the
Appears in 2 contracts
Sources: Underwriting Agreement (CAB East LLC), Underwriting Agreement (CAB East LLC)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a]A-3 Notes, [the Class A-2b,] A-4 Notes, the Class A-3[,] [and] B Notes and the Class A-4[, Class B][,]/[and] [Class C] [and Class D] C Notes (together, the "Offered Notes"[or the "“Publicly Registered Notes"]”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [Class C Notes (”) and the "Class C Notes")] [and Class D Notes (the "“Class D Notes"] and”, and collectively with the Offered Notes[,]/[and] [the Class B Notes] [Publicly Registered Notes and the Class C A-1 Notes], the "“Notes"”). The [Class B Notes][,]/[and] [A-1 Notes will be sold pursuant to a note purchase agreement (the “Class C Notes]/[ and] [A-1 Note Purchase Agreement”). The Class D] D Notes will initially be retained by the Depositor.] The . Each of the Notes will be issued under pursuant to an indenture (the "“Indenture"”) to be entered into by between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note “Purchase Agreement"”) to be entered into by Ford Credit and identified in the Depositor, Terms Annex and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by identified in the Terms Annex. Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "“Servicer"), ”) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2013-D)
Introduction. Ford Credit Auto Lease Two This amended term sheet (this “Term Sheet”)1 describes the terms of a restructuring (the “Restructuring”) of: (a) Legacy Reserves Inc., a Delaware corporation (“Legacy Reserves”); (b) Legacy Reserves GP, LLC, a Delaware LLC; (c) Legacy Reserves LP, a Delaware limited liability company partnership; (the "Depositor")d) Legacy Reserves Finance Corporation, wholly owned by Ford Motor Credit Company a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Operating GP LLC, a Delaware limited liability company LLC; ("Ford Credit"g) Legacy Reserves Energy Services LLC, a Texas LLC; (h) Legacy Reserves Services LLC, a Texas LLC; (i) Legacy Reserves Marketing LLC, a Texas LLC; (j) Dew Gathering LLC, a Texas LLC; and (k) Pinnacle Gas Treating LLC, a Texas LLC (the foregoing clauses (a) through (k), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (togethercollectively, the "Offered Notes"[or “Company Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"“Debtors”). The Offered Notes Restructuring will be registered with accomplished through the Securities and Exchange Commission commencement of cases (the "Commission"“Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the chapter 11 plan of reorganization described herein (the “Plan”). This Term Sheet is being agreed to in connection with entry by the Debtors and will the Supporting Creditors into that certain Amended & Restated Restructuring Support Agreement, dated as of June 13, 2019 (as may be sold amended, supplemented or modified pursuant to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notesterms thereof, the "Underwriters"“RSA”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__Pursuant to the RSA, a Delaware statutory trust (the "Trust")parties thereto have agreed to support the transactions contemplated therein and herein. The Trust will be governed by [an]/[a second] amended and restated trust agreement (1 Unless otherwise indicated herein, capitalized terms used but not otherwise defined in this Term Sheet have the "Trust Agreement") meanings ascribed to be entered into by such terms as set forth in Exhibit A to this Term Sheet or the Depositor, __________________RSA, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositorapplicable.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the
Appears in 2 contracts
Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Introduction. Ford Credit Auto Lease Two LLCNordic Investment Bank (“NIB”) confirms its agreement with each of you with respect to the issue and sale from time to time by NIB of its Medium-Term Notes, a Delaware limited liability company Series D, Due Not Less Than Nine Months from Date of Issue, in an aggregate initial public offering price or purchase price of up to $10,000,000,000 (or the equivalent thereof in other currencies or composite currencies). To the extent Notes sold in the United States are not offered and sold only to institutions which such Agent reasonably believes are “accredited investors” (“Institutional Accredited Investors”) within the meaning of Rule 501 under the United States Securities Act of 1933, as amended (the "Depositor"“Securities Act”) that are also “qualified institutional buyers” as defined under Rule 144A under the Securities Act (“QIBs”) in accordance with Rule 144A under the Securities Act (such notes herein referred to as “144A Notes”), wholly owned by Ford Motor Credit Company LLC, a Delaware such Notes are limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be principal amount of securities registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold on the Registration Statement (as defined below), which amount is subject to reduction as a result of the underwriters listed in the Terms Annex through the representatives sale of other securities of NIB registered under such Registration Statement (such notes herein referred to as “Registered Notes”) (the "Representatives") signing this Agreement on behalf of themselves Registered Notes and the other underwriters (144A Notes are herein referred to collectively as the Representatives and the other underwriters of the Offered “Notes, the "Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture in accordance with a fiscal agency agreement, dated as of the date hereof (the "Indenture") to be entered into by the Trust “Fiscal Agency Agreement”), between NIB and __________________Citibank, N.A., as indenture trustee fiscal agent (the "Indenture Trustee"“Fiscal Agent”). For the purposes of this Agreement, the term “agent” shall refer to any of you acting solely in your capacity as Agent for NIB pursuant to Section 3(a) and not as principal (collectively, the “Agents”), the term “Purchaser” shall refer to any one of you acting solely in your capacity as principal pursuant to Section 9 and will not as Agent, and the term “you” shall refer to you collectively without regard to whether at any time any of you is acting in both such capacities or in either such capacity. The Registered Notes shall be secured by (i) denominated in the 20__-___Exchange Note (currencies or currency units and have terms set forth in the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"Prospectus referred to in Section 2(a)(i), as borrowers under it may be supplemented from time to time, including supplements to the Prospectus Supplement in preliminary form (each, a credit “Preliminary Pricing Supplement”) or final form (each, a “Final Pricing Supplement”) (together, a “Pricing Supplement”) describing a Registered Note by specifying the principal or face amount, issue price, maturity, interest rate, interest payment dates, record dates, redemption or repayment provisions, and security agreement (other similar terms of a particular Registered Note sold pursuant hereto or the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Associationoffering thereof. The term “issuer free writing prospectus”, as administrative agent (defined in Rule 433 under the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement Securities Act relating to the Credit Registered Notes is hereinafter called an “Issuer Free Writing Prospectus” (which term, for the avoidance of a doubt, shall also include any Final Term Sheets (as defined in Section 5(b)(i))). Each issue of 144A Notes (each issue of Notes, whether registered or unregistered, being herein referred to as a “Tranche”) shall be denominated in the currencies or currency units and Security Agreement (have terms set forth in the "Exchange Note Supplement"144A Prospectus referred to in Section 2(b)(i) to describing such Tranche of 144A Notes by specifying the principal or face amount, issue price, maturity, interest rate, interest payment dates, record dates, redemption or repayment provisions, selling restrictions and other similar terms of such Tranche of 144A Notes sold pursuant hereto or the offering thereof. The Notes will be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositorissued, and the Depositor will sell terms thereof established, from time to time by NIB in accordance with the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit Fiscal Agency Agreement and the TrustProcedures (as defined in Section 3(f) hereof). Ford Credit, as servicer (The Notes will be issued only in this capacity, the "Servicer"), registered form. Bearer notes will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (thenot be issued.
Appears in 2 contracts
Sources: Selling Agency Agreement (Nordic Investment Bank), Selling Agency Agreement (Nordic Investment Bank)
Introduction. Ford Credit Auto Lease Two This term sheet (this “Term Sheet”)1 describes the terms of a restructuring (the “Restructuring”) of: (a) Legacy Reserves Inc., a Delaware corporation (“Legacy Reserves”); (b) Legacy Reserves GP, LLC, a Delaware limited liability company LLC; (the "Depositor"), wholly owned by Ford Motor Credit Company LLCc) Legacy Reserves LP, a Delaware limited liability company partnership; ("Ford Credit"d) Legacy Reserves Finance Corporation, a Delaware corporation; (e) Legacy Reserves Operating LP, a Delaware limited partnership; (f) Legacy Reserves Services LLC, a Texas LLC; (g) Legacy Reserves Energy Services, LLC, a Texas LLC; (h) Legacy Reserves Services, Inc., a Delaware corporation; (i) Dew Gathering LLC, a Texas LLC; and (j) Pinnacle Gas Treating LLC, a Texas LLC (the foregoing clauses (a) through (j), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (togethercollectively, the "Offered Notes"[or “Company Parties”, and such Company Parties that file Chapter 11 Cases (as defined below) as set forth herein, collectively, the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"“Debtors”). The Offered Notes Restructuring will be registered with accomplished through the Securities and Exchange Commission commencement of cases (the "Commission"“Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) to implement on a pre-arranged basis the chapter 11 plan of reorganization described herein (the “Plan”). This Term Sheet is being agreed to in connection with entry by the Debtors and will the Supporting Creditors into that certain Restructuring Support Agreement, dated as of June 10, 2019 (as may be sold amended, supplemented or modified pursuant to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notesterms thereof, the "Underwriters"“RSA”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__Pursuant to the RSA, a Delaware statutory trust (the "Trust")parties thereto have agreed to support the transactions contemplated therein and herein. The Trust will be governed by [an]/[a second] amended and restated trust agreement (1 Unless otherwise indicated herein, capitalized terms used but not otherwise defined in this Term Sheet have the "Trust Agreement") meanings ascribed to be entered into by such terms as set forth in Exhibit A to this Term Sheet or the Depositor, __________________RSA, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositorapplicable.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the
Appears in 2 contracts
Sources: Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.), Restructuring Support and Lock Up Agreement (Legacy Reserves Inc.)
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes propose to sell the Class A-1, A[-1[ and Class A-2[aA-2], [Class A-2b,] Class A-3[,] [and] Class A-4][, Class B][,]/[and] [B, Class C] [C and Class D] Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Floorplan Master Owner Trust 20__-__A, a Delaware statutory trust (the "“Trust"”). The Trust will be is governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________Depositors and , as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "“Class B Notes"”)] [and]/[,] [, the Class C Notes (the "“Class C Notes")] [”) and the Class D Notes (the "“Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [Notes, the Class B Notes] [Notes and the Class C Notes], the "“Series 20 - Notes"” or the “Notes”). The [Class B Notes][,]/[and] [B, Class C Notes]/[ and] [and Class D] Notes will initially be retained by the DepositorDepositors.] The Notes will be issued under an indenture (the "“Base Indenture"”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to be entered into by the Trust and __________________Trust, as indenture trustee (grantor, the "Indenture Trustee"), as secured party, and will be secured by (i) , in its capacity as both a securities intermediary and a bank. The Trust provides for the 20__-___Exchange Note (review of the "Exchange Note") issued by CAB East LLC ("CAB East") Receivables for compliance with the representations and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers warranties made about them in certain circumstances under a credit and security an asset representations review agreement (the "Credit and Security “Asset Representations Review Agreement"”) among the Titling CompaniesTrust, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the Credit preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and Security including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Exchange Note Supplement") to be entered into by “Time of Sale”), the parties to Depositors prepared the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit Preliminary Prospectus and the Depositorinformation (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Depositor will sell Representatives determine that the Exchange Note original Time of Sale Information included an untrue statement of material fact or omitted to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (thestate
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3▇-▇, ▇▇▇▇▇ ▇-▇, [,Class B] [and] Class A-4[, Class B][,]/[and] and [Class C] [and Class D] Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__20 - , a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and , as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "“Class B Notes")] [and]/[,] [”) and the Class C Notes (the "“Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [Notes and the Class B Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [and Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and , as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the "20__-_ Reference Pool"“Supplement”) on behalf as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “Certificate of Formation”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1A-2a Notes, Class A-2[a]A-2b Notes, [the Class A-2b,] A-3 Notes, the Class A-3[,] [and] A-4 Notes, the Class A-4[, B Notes and the Class B][,]/[and] [Class C] [and Class D] C Notes (together, the "Offered Notes"[or the "“Publicly Registered Notes"]”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [Class C Notes (”) and the "Class C Notes")] [and Class D Notes (the "“Class D Notes"] and”, and collectively with the Offered Notes[,]/[and] [the Class B Notes] [Publicly Registered Notes and the Class C A-1 Notes], the "“Notes"”). The [Class B Notes][,]/[and] [A-1 Notes will be sold under a note purchase agreement (the “Class C Notes]/[ and] [A-1 Note Purchase Agreement”). The Class D] D Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "“Indenture") to be entered into by ”), between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a purchase agreement (the "Exchange Note “Purchase Agreement"”) to be entered into by Ford Credit and identified in the Depositor, Terms Annex and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by identified in the Terms Annex. Ford Credit and the Trust. Ford Credit, as servicer (in this that capacity, the "“Servicer"), ”) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”), among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2015-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2015-A)
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 20__-_ Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20__-_ Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan Corp), Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1A-1[a], [Class A-1b,] Class A-2[a], [Class A-2b,] Class A-3▇-▇, ▇▇▇▇▇ ▇-▇, [,Class B] [and] Class A-4[, Class B][,]/[and] and [Class C] [and Class D] Notes (together, the "“Offered Notes"[or the "Notes"” [or “Notes”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__20 - , a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and , as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "“Class B Notes")] [and]/[,] [”) and the Class C Notes (the "“Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [Notes and the Class B Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [and Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and , as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the "20__-_ Reference Pool"“Supplement”) on behalf as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC), Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes propose to sell the Class A-1, A[-1[ and Class A-2[aA-2], [Class A-2b,] Class A-3[,] [and] Class A-4][, Class B][,]/[and] [B, Class C] [C and Class D] Notes (together, the "“Offered Notes"[or the "Notes"” [or “Notes”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Floorplan Master Owner Trust 20__-__A, a Delaware statutory trust (the "“Trust"”). The Trust will be is governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________Depositors and , as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "“Class B Notes"”)] [and]/[,] [, the Class C Notes (the "“Class C Notes")] [”) and the Class D Notes (the "“Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [Notes, the Class B Notes] [Notes and the Class C Notes], the "“Series 20 - Notes"” or the “Notes”). The [Class B Notes][,]/[and] [B, Class C Notes]/[ and] [and Class D] Notes will initially be retained by the DepositorDepositors.] The Notes will be issued under an indenture (the "“Base Indenture"”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and , as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and , as back-up servicer (the “Back-up Servicer”)]. Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20 - Notes will be perfected under a separate account control agreement (the “Series 20 - Account Control Agreement”) to be entered into by the Trust and __________________Trust, as indenture trustee (grantor, the "Indenture Trustee"), as secured party, and will be secured by (i) , in its capacity as both a securities intermediary and a bank. The Trust provides for the 20__-___Exchange Note (review of the "Exchange Note") issued by CAB East LLC ("CAB East") Receivables for compliance with the representations and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers warranties made about them in certain circumstances under a credit and security an asset representations review agreement (the "Credit and Security “Asset Representations Review Agreement"”) among the Titling CompaniesTrust, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20 - Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the Credit preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and Security including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Exchange Note Supplement") to be entered into by “Time of Sale”), the parties to Depositors prepared the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit Preliminary Prospectus and the Depositorinformation (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Depositor will sell Representatives determine that the Exchange Note original Time of Sale Information included an untrue statement of material fact or omitted to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (thestate
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Floorplan LLC), Underwriting Agreement (Ford Credit Floorplan LLC)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a]A-3 Notes, [the Class A-2b,] A-4 Notes, the Class A-3[,] [and] B Notes, the Class A-4[, C Notes and the Class B][,]/[and] [Class C] [and Class D] D Notes (together, the "Offered Notes"[or the "“Publicly Registered Notes"]”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by sold pursuant to a note purchase agreement (the Depositor.] The “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued under pursuant to an indenture (the "“Indenture"”) to be entered into by between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note “Purchase Agreement"”) to be entered into by Ford Credit and identified in the Depositor, Terms Annex and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by identified in the Terms Annex. Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "“Servicer"), ”) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-C), Underwriting Agreement (Ford Credit Auto Owner Trust 2012-A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a], [A-3 Notes and the Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-4 Notes (together, the "Offered Notes"[or the "Publicly Registered Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Representatives is a financial institution appearing on the Federal Reserve Bank of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Representatives, as Underwriters, under this Agreement will be for the benefit of, and will be enforceable by, each Representative not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes A-1 Notes, (the "Class B A-1 Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] " and, collectively together with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by sold pursuant to a note purchase agreement (the Depositor.] The "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars and light trucks (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), ) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 2 contracts
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2009-C)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company Hyundai ABS Funding Corporation (the "“Depositor"”) proposes to cause Hyundai Auto Receivables Trust 2008-A (the “Trust”) to issue and sell $159,000,000 principal amount of its Class A-1 Notes (the “Class A-1 Notes”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company $179,000,000 principal amount of its Class A-2 Notes ("Ford Credit"the “Class A-2 Notes”), proposes to sell $171,000,000 principal amount of its Class A-3 Notes (the “Class A-3 Notes”) and $103,542,000 principal amount of its Class A-4 Notes (the “Class A-4 Notes” and together with the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (togetherA-1 Notes, the "Offered Notes"[or Class A-2 Notes, and the "Class A-3 Notes"], the “Notes”) described in to the Terms Annex attached to this agreement several underwriters set forth on Schedule I (this agreementeach, including an “Underwriter”), for whom Banc of America Securities LLC is acting as representative (the Terms Annex, this "Agreement"“Representative”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__pursuant to an Indenture, a Delaware statutory trust to be dated as of June 25, 2008 (the "Trust"“Indenture”), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts acquired by Hyundai Motor Finance Company (“HMFC”) and sold to the Trust on the Closing Date (the “Receivables”) secured by new and used automobiles, light-duty trucks and minivans and financed thereby (the “Vehicles”), certain monies received thereunder after the close of business on May 9, 2008 (the “Cutoff Date”) and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of June 25, 2008 (the “Sale and Servicing Agreement”) among the Trust, HMFC, as servicer, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and HMFC will service the Receivables on behalf of the Trust. In addition, pursuant to the Owner Trust Administration Agreement to be dated as of June 25, 2008 (the “Administration Agreement”) among the Trust, HMFC, and the Indenture Trustee, HMFC will agree to perform certain administrative tasks on behalf of the Trust. The Depositor formed the Trust pursuant to a trust agreement, and it will be governed by [an]/[a second] amended an Amended and restated trust agreement Restated Trust Agreement (the "“Trust Agreement"”) to be entered into by dated as of June 25, 2008 among the Depositor, __________________HMFC and Wilmington Trust Company, as owner trustee (the "“Owner Trustee") and __________________”). The owner trust certificate (the “Certificate”), as Delaware trusteerepresenting a fractional undivided interest in the Trust, will be issued to the Depositor pursuant to the Trust Agreement. [Simultaneously with The Depositor will acquire the issuance and sale Receivables from HMFC pursuant to the terms of the Offered Notes Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as contemplated of June 25, 2008 between the Depositor and HMFC. HMFC has acquired the Receivables from franchised dealers (the “Dealers”) pursuant to certain dealer retail agreements between each Dealer and HMFC (collectively, the “Dealer Retail Agreements”). Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined below). As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Trust will issue Agreement, the [Class B Receivables Purchase Agreement and the Administration Agreement. At or prior to the time when sales to purchasers of the Notes were first made to investors by the Underwriters, which was approximately 3:30 p.m. on June 16, 2008 (the "Class B Notes"“Time of Sale”)] [and]/[,] [Class C Notes , the Seller had prepared the Preliminary Prospectus Supplement dated June 12, 2008 to the Prospectus dated June 12, 2008 (along with information referred to under the "Class C Notes"caption “Static Pool Data” therein regardless of whether it is deemed a part thereof under the Rules and Regulations, together the “Preliminary Prospectus”)] [. If, subsequent to the Time of Sale and Class D Notes (prior to the "Class D Notes"] andClosing Date, collectively with such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the Offered Notes[,]/[and] [statements therein, in the Class B Notes] [light of the circumstances under which they were made, not misleading and the Class C Underwriters terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) and enter into new Contracts of Sale with investors in the Notes], then the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes “Preliminary Prospectus” will initially be retained refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor.] The Notes will be issued under an indenture Depositor and the Representative that corrects such material misstatements or omissions (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East"a “Corrected Prospectus”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement “Time of Sale” will refer to the Credit time and Security Agreement (the "Exchange Note Supplement") to be date on which such new Contracts of Sale were entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theinto.
Appears in 1 contract
Sources: Underwriting Agreement (Hyundai Auto Receivables Trust 2008-A)
Introduction. Each of Ford Credit Auto Lease Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the "FCF Corp" or a "Depositor"), wholly owned by and Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company ("Ford CreditFCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), proposes propose to sell the Class A-1, A-1 Notes and the Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-2 Notes (together, the "Offered Notes"[or the "Publicly Registered Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The Offered rules of usage specified in the Transaction Documents will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by among the Depositor, __________________, as Depositors and an owner trustee and Delaware trustee (the "Owner Trustee") and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes")] [and]/[,] [Class C Notes (, the "Class C Notes")] [" and Class D Notes (the "Class D Notes"] and, respectively, and collectively with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Notes, the Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] Depositors. The Notes will be issued under pursuant to an indenture (the "Base Indenture") to be entered into by and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) a revolving pool of receivables arising in connection with the 20__-___Exchange Note purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("CAB West" andMOTB"). References herein to the Receivables include the Receivables held by the Trust both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, together with CAB East, the a Delaware corporation ("Titling CompaniesFord"), as borrowers under to Ford Motor Credit Company LLC, a credit Delaware limited liability company ("Ford Credit"), pursuant to a sale and security assignment agreement (the "Credit Sale and Security Assignment Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") between Ford and Ford Credit, as lender and as servicer, and a supplement . All Receivables have been or will be sold by Ford Credit to the Credit and Security Agreement Depositors pursuant to separate receivables purchase agreements (the each, a "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Receivables Purchase Agreement") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to be entered into the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer and Servicing Agreement"), each as further described in the Terms Annex. A back-up servicer will service the leases and leased vehicles allocated perform back-up servicing functions pursuant to the Exchange Note a back-up servicing agreement (the "20__-_ Reference PoolBack-up Servicing Agreement"), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") on behalf among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Trust Commission under the Securities Act (the "Rules and Regulations"), a servicing agreement registration statement on Form S-3 (thehaving the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2010-5)
Introduction. Each of Ford Credit Auto Lease Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the "FCF Corp" or a "Depositor"), wholly owned by and Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company ("Ford CreditFCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), proposes propose to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The Offered rules of usage specified in the Transaction Documents will apply to this Agreement. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York's list of TALF Agents who are either primary dealers or broker-dealers who have been specially designated by the Federal Reserve Bank of New York (a "TALF Agent"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various TALF Agents party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, such Underwriter not only in such capacity but also in its capacity as a TALF Agent and as a signatory to the MLSA. The Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by among the Depositor, __________________, as Depositors and an owner trustee and Delaware trustee (the "Owner Trustee") and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under pursuant to an indenture (the "Base Indenture") to be entered into by and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) a revolving pool of receivables arising in connection with the 20__-___Exchange Note purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B ("CAB West" andMOTB"). References herein to the Receivables include the Receivables held by the Trust both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, together with CAB East, the a Delaware corporation ("Titling CompaniesFord"), as borrowers under to Ford Motor Credit Company LLC, a credit Delaware limited liability company ("Ford Credit"), pursuant to a sale and security assignment agreement (the "Credit Sale and Security Assignment Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") between Ford and Ford Credit, as lender and as servicer, and a supplement . All Receivables have been or will be sold by Ford Credit to the Credit and Security Agreement Depositors pursuant to separate receivables purchase agreements (the each, a "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Receivables Purchase Agreement") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to be entered into the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer") pursuant to separate transfer and servicing agreements (each, a "Transfer and Servicing Agreement"), each as further described in the Terms Annex. A back-up servicer will service the leases and leased vehicles allocated perform back-up servicing functions pursuant to the Exchange Note a back-up servicing agreement (the "20__-_ Reference PoolBack-up Servicing Agreement"), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") on behalf among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Trust Commission under the Securities Act (the "Rules and Regulations"), a servicing agreement registration statement on Form S-3 (thehaving the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2009-2)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] Class A-3[,] [and] ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or the "Notes"]” or “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2017-A, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-A)
Introduction. Each of Ford Credit Auto Lease Two LLCFloorplan Corporation, a Delaware limited liability company corporation, (the "FCF Corp" or a "Depositor"), wholly owned by ) and Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company ("Ford CreditFCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), proposes propose to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). The Offered Notes will be registered issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a trust agreement (the "Trust Agreement") between the Depositors, The Bank of New York, as owner trustee (the "Owner Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Ford Credit and FCF LLC, each as further described in the Terms Annex, and in turn transferred by each Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the "Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Notes will be issued in an aggregate principal amount of $2,250,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2006-4 supplement to the Base Indenture, to be dated as of June 1, 2006 (the "Indenture Supplement"), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the "Administration Agreement"), among Ford Credit, as administrator (in such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), among Ford Credit and the Representatives and the Basic Documents are collectively called the "Transaction Documents". Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The Depositors have prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and will be sold to the underwriters listed rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex through Annex), including a form of prospectus and all amendments that are required as of the representatives (the "Representatives") signing date of this Agreement on behalf of themselves relating to the Notes and the other underwriters (offering of notes from time to time in accordance with Rule 415 under the Representatives and the other underwriters of the Offered Notes, the "Underwriters")Securities Act. The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________registration statement, as owner trustee (the "Owner Trustee") and __________________amended, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained has been declared effective by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-4)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-4 and Class D] B Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2024-D, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] " and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this capacityAgreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "ServicerSecurities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), will service at least three business days before the leases and leased vehicles allocated Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference PoolTime of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") on behalf and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the Trust purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a servicing agreement final prospectus relating to the Offered Notes (theas amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-D)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company IFCO Systems N.V. (the "Depositor"), wholly owned by Ford Motor “Company”) has entered into a Second Amended and Restated Credit Company LLC, a Delaware limited liability company Agreement dated 31 December 2000 ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]as amended) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission"“Senior Credit Facility”) and will be sold to the underwriters listed in the Terms Annex through the representatives with a number of bank creditors (the "Representatives"“Senior Bank Creditors”) signing this Agreement on behalf of themselves identified herein and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued represented by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National AssociationOne NA, as administrative agent (the "“Administrative Agent"”). The Senior Credit Facility includes, HTD Leasing LLCamong other things, a term loan facility (the “Term Loan”) and a revolving credit facility (the “Revolver”). The Company, together with certain of its subsidiaries (the “IFCO Group”) have guaranteed the debts and obligations owed to the Senior Bank Creditors under the Senior Credit Facility by means of a Guarantee and Collateral Agreement dated 8 March 2000, as collateral agent amended (the "Collateral Agent"“GCA”) and Ford Creditrelated security documentation. The Company has also issued EUR 200 million 10.625% Senior Subordinated Notes due 2010 (the “Notes”). Each of the Notes has been guaranteed by a number of companies in the IFCO Group (together the “Subsidiary Guarantors”). On 25 August 2000, Bromley Acquisition Company, Inc, a Delaware corporation, (“Bromley”) issued a US$6,625,000 9% Subordinated Promissory Note (the “Seller’s Notes”) to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in connection with Bromley’s acquisition of a number of pallet recycling businesses which now form part of the IFCO Group. Bromley is one of the IFCO Group’s U.S. subsidiaries and is a guarantor under the Notes. This term sheet (the “Term Sheet”) sets out the basis upon which the Ad Hoc Committee of Noteholders (the “Ad Hoc Committee”) are prepared to carry out a restructuring (the “Restructuring”) of the Notes and assumes that the existing (as of the date hereof) ordinary equity holders of the Company (the “Current Shareholders”) approve, as lender required under applicable Dutch law, the Restructuring on the terms set out herein and as servicer, that the Restructuring will be supported by the Company’s board of directors (the “Board”). The Term Sheet is an agreement in principle and a supplement is not intended to create legally binding obligations. The Restructuring contemplated in this Term Sheet remains subject to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into execution of definitive documentation, approval by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the DepositorSenior Bank Creditors, and the Depositor will sell the Exchange Note Restructuring remains subject to the Trust sanction of the requisite number of Noteholders referred to under an exchange note sale agreement “Noteholder Undertakings” below and the support of the Schoeller family entities owning in aggregate some 45.5% of the Company’s outstanding voting shares (the "Exchange Note Sale Agreement"“Principal Shareholders”). Accordingly, this Term Sheet should not be regarded as an offer to any party which is capable of acceptance by any means. The Ad Hoc Committee has retained ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Capital and Close Brothers Corporate Finance Limited (“Houlihan Close”) as its joint financial advisors to be entered into assist it in the Restructuring. The Ad Hoc Committee is also advised on the legal issues involved with the proposed Restructuring by Ford Credit Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ (“CWT”) and CWT’s Dutch and German counsel, Loyens Loeff and ▇▇▇▇▇▇▇▇ Hemmelrath & Partner, respectively. The Ad Hoc Committee’s professional advisors are not advising the Trust. Ford CreditCompany, as servicer (the Senior Bank Creditors nor any of their professional advisors, and make no representation or warranty, whether express or implied, with respect to the completeness or accuracy or any information contained in this capacity, the "Servicer"), will service the leases and leased vehicles allocated Term Sheet or otherwise provided to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theNoteholders. The Company: IFCO Systems N.V. The Issuer: IFCO Systems N.V.
Appears in 1 contract
Introduction. Ford Credit Auto Lease Two LLCThe Investor Litigation, the Committee Litigation, and this case all arise from a Delaware limited liability company series of events leading to the collapse of Stanford International Bank, Ltd. (“SIBL”). On February 17, 2009, this Court appointed ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ to be the Receiver for SIBL and related parties (the "Depositor"“Stanford Entities”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a. [ECF No. 10], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together. After years of diligent investigation, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreementPlaintiffs believe that they have identified claims against a number of third parties, including the Terms AnnexBDO Entities, this "that Plaintiffs claim enabled the Stanford Ponzi scheme. In the Investor Litigation, the Investor Plaintiffs allege, inter alia, that the BDO Entities aided and abetted violations of the Texas Securities Act, participated in or aided and abetted breaches of fiduciary duties, and aided and abetted or participated in a fraudulent scheme and a conspiracy. In the Committee Litigation, the Committee alleges, inter alia, that the BDO Entities breached professional duties; aided, abetted or participated in breaches of fiduciary duty; aided, abetted or participated in a fraudulent scheme; and aided, abetted or participated in fraudulent transfers. Lengthy, multiparty negotiations followed the retention of ▇▇▇▇▇▇▇ ▇▇▇▇▇, LLP as lead counsel for the Committee in the Committee Litigation. In these negotiations, potential victims 2 The “BDO Settlement Agreement")” refers to the Settlement Agreement that is attached as Exhibit 1 of the Appendix to the Motion. FINAL BAR ORDER 2 of the Stanford Ponzi scheme were well-represented. The Offered Notes will be registered with Investor Plaintiffs, the Securities Committee— which the Court appointed to “represent[] in this case and Exchange Commission related matters” the “customers of SIBL who, as of February 16, 2009, had funds on deposit at SIBL and/or were holding certificates of deposit issued by SIBL (the "Commission") ‘Stanford Investors’)” (ECF No. 1149)—the Receiver, and will be sold the Examiner—who the Court appointed to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement advocate on behalf of themselves “investors in any financial products, accounts, vehicles or ventures sponsored, promoted or sold by any Defendant in this action” (ECF No. 322)—all participated in the extensive, arm’s-length negotiations that ultimately resulted in the BDO Settlement and BDO Settlement Agreement. Although the parties reached an agreement-in-principle at a mediation with the retired ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ in August 2014, it took more than eight months of continued efforts to negotiate and document the terms of the BDO Settlement Agreement. The parties executed the BDO Settlement Agreement on May , 2015. Under the terms of the BDO Settlement, the BDO Entities will pay $40 million to the Receivership Estate, which (less attorneys’ fees and expenses) will be distributed to Stanford Investors. In return, the BDO Entities seek global peace with respect to all claims that have been asserted, or could have been asserted, against the BDO Entities arising out of the events leading to these proceedings. Accordingly, the BDO Settlement is conditioned on the Court’s approval and entry of this Final Bar Order enjoining Interested Parties from asserting or prosecuting claims against the BDO Released Parties. On May , 2015, the Receiver and the other underwriters (Committee filed the Representatives and Motion. [ECF No. ]. The Court thereafter entered a Scheduling Order on May , 2015 [ECF No. ], which, inter alia, authorized the other underwriters Receiver to provide notice of the Offered NotesBDO Settlement, established a briefing schedule on the Motion, and set the date for a hearing. On , 2015, the "Underwriters")Court held the FINAL BAR ORDER 3 scheduled hearing. For the reasons set forth herein, the Court finds that the terms of the BDO Settlement Agreement are adequate, fair, reasonable, and equitable, and that the BDO Settlement should be and is hereby APPROVED. The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale Court further finds that entry of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the DepositorFinal Bar Order is appropriate.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the
Appears in 1 contract
Sources: Settlement Agreement
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-5 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-5 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (the “Certificate of Formation”) and operating under an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a]A-3 Notes, [the Class A-2b,] A-4 Notes, the Class A-3[,] [and] B Notes and the Class A-4[, Class B][,]/[and] [Class C] [and Class D] C Notes (together, the "Offered Notes"[or the "“Publicly Registered Notes"]”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage stated in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [Class C Notes (”) and the "Class C Notes")] [and Class D Notes (the "“Class D Notes"] and”, and collectively with the Offered Notes[,]/[and] [the Class B Notes] [Publicly Registered Notes and the Class C A-1 Notes], the "“Notes"”). The [Class B Notes][,]/[and] [A-1 Notes will be sold under a note purchase agreement (the “Class C Notes]/[ and] [A-1 Note Purchase Agreement”). The Class D] D Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "“Indenture") to be entered into by ”), between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a purchase agreement (the "Exchange Note “Purchase Agreement"”) to be entered into by Ford Credit and identified in the Depositor, Terms Annex and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by identified in the Terms Annex. Ford Credit and the Trust. Ford Credit, as servicer (in this that capacity, the "“Servicer"), ”) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”), among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time under Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included the static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms Annex (the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2014-C)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__2023-A, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] a second amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and __________________BNY Mellon Trust of Delaware, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] " and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] D Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange 2023-A Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ 2023-A Reference Pool") on behalf of the Trust under a servicing agreement (thethe "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2023-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2023-A)
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2012-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2012-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-1)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company Upon the terms and conditions set forth in this Underwriting Agreement (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with , the Securities Trust agrees to, and Exchange Commission (the "Commission") Company agrees to cause the Trust to, issue and will be sold sell to the several underwriters listed identified in the Terms Annex through the representatives Scheduled A annexed hereto (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust who are acting severally and not jointly, an aggregate liquidation amount of $18,000,000 (the "Firm Securities") of the Trust's _____% preferred securities (the "Preferred Securities"). The Trust will also proposes to, and the Company also proposes to cause the Trust to, issue and sell to the Underwriters, at the Underwriters' option, up to an additional $2,700,000 aggregate Liquidation Amount of Preferred Securities (the "Option Securities") as set forth herein. The term "Preferred Securities" as used herein, unless * Plus an option to acquire up to an additional $2,700,000 aggregate liquidation amount of Preferred Securities from the Trust to cover over-allotments. indicated otherwise, shall mean the Firm Securities and the Option Securities. The Preferred Securities and the Common Securities (as defined herein) are to be governed by [an]/[a second] amended issued pursuant to the terms of an Amended and restated trust agreement Restated Trust Agreement dated as of _____ ___, 1998 (the "Trust Agreement"), among the Company, as depositor, and, together with the Trust, the "Offerors," and Bankers Trust Company ("Trust Company"), a New York banking corporation, as property trustee ("Property Trustee") and Bankers Trust (Delaware) ("Trust Delaware"), a Delaware banking corporation, as Delaware trustee ("Delaware Trustee") and the holders from time to time of undivided interests in the assets of the Trust. The Preferred Securities will be entered into guaranteed by the DepositorCompany on a subordinated basis and subject to certain limitations with respect to distributions and payments upon liquidation, redemption or otherwise (the "Guarantee") pursuant to the Preferred Securities Guarantee Agreement dated as of _____ ___, 1998 (the "Guarantee Agreement"), between the Company and the Trust Company, as Trustee (the "Guarantee Trustee"). The assets of the Trust will consist of _____% junior subordinated deferrable interest debentures, due ______ ___, 2028 (the "Subordinated Debentures") of the Company which will be issued under an indenture dated as of _______________ ____, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture 1998 (the "Indenture") to be entered into by ), between the Company and the Trust and __________________Company, as indenture trustee Trustee (the "Indenture Trustee"). Under certain circumstances, the Subordinated Debentures will be distributable to the holders of undivided beneficial interests in the assets of the Trust. The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by the Trust to the Company of the Trust's common securities (the "Common Securities"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into used by the parties Trust to the Credit and Security Agreement and (ii) other property purchase an equivalent amount of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSubordinated Debentures.
Appears in 1 contract
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "Offered Notes"[or Notes" or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2023-C, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this capacityAgreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "ServicerSecurities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), will service at least three business days before the leases and leased vehicles allocated Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference PoolTime of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") on behalf and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the Trust purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a servicing agreement final prospectus relating to the Offered Notes (theas amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-C)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company The Company has determined to issue and deliver up to 1,000,000 common stock purchase warrants (the "DepositorClass A Warrants") evidencing the right of the holders thereof to purchase an aggregate of 1,000,000 shares of common stock, $0.01 par value of the Company (the "Common Stock"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes which Class A Warrants are to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [be issued and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission delivered as part of units (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust AgreementUnits") to be entered into by the Depositor, registered pursuant to a registration statement No. 333-__________________, as owner trustee _ (the "Owner TrusteeRegistration Statement") and __________________, as Delaware trustee. [Simultaneously filed with the issuance Securities and sale Exchange Commission. In connection with the creation of the Offered Notes as contemplated in this AgreementClass A Warrants, the Trust will issue the [Class B Notes Company has decide to create 2,000,000 common stock purchase warrants (the "Class B NotesWarrants")] [and]/[,] [) evidencing the right of the holders thereof to purchase an aggregate of 2,000,000 shares of Common Stock, which Class C Notes B Warrants are to be registered pursuant to the Registration Statement and which Class B Warrants are to be issued to the holders of the Class A Warrants upon exercise of the Class A Warrants at rate of two Class B Warrants for each Class A Warrant exercised. In connection with the creation of the Class B Warrants, the Company has decide to create 2,000,000 common stock purchase warrants (the "Class C NotesWarrants")] [) evidencing the right of the holders thereof to purchase an aggregate of 2,000,000 shares of Common Stock, which Class C Warrants are to be registered pursuant to the Registration Statement and which Class D Notes (C Warrants are to be issued to the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [holders of the Class B Notes] [Warrants upon exercise of the Class B Warrants at rate of one Class C Warrant for each Class B Warrant exercised. The Class A Warrants, the Class B Warrants and the Class C Notes], Warrants are hereinafter referred to as the "NotesWarrants"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by Company desires the Depositor.] The Notes will be issued under an indenture (the "Indenture") Warrant Agent to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") act on behalf of the Trust under a servicing agreement (theCompany, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants. All acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligation of the Company, and to authorize the execution and delivery of this Agreement.
Appears in 1 contract
Sources: Warrant Agreement (Jvweb Inc)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] Class A-3[,] [and] ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or the "Notes"]” or “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2017-C, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2017-C)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a], [A-3 Notes and the Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-4 Notes (together, the "Offered Notes"[or the "Publicly Registered Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes")] [and]/[,] [Class C Notes (" the "Class C Notes")] [" and Class D Notes (the "Class D Notes"] ," respectively, and, collectively together with the Offered Notes[,]/[and] [the Class B Notes] [A-1 Notes and the Class C Publicly Registered Notes], the "Notes"). The [Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note Purchase Agreement"). The Class B Notes][,]/[and] [Notes, the Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] The . Each of the Notes will be issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars and light trucks (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), ) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-E)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-2 Notes (togetherthe “Class A-2 Notes”), the "Offered Notes"[or Class A-3 Notes (the "“Class A-3 Notes"]”) and the Class A-4 Notes (the “Class A-4 Notes” and, together with the Class A-2 Notes and the Class A-3 Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2011, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The Offered rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 Notes (the “Class A-1 Notes”) and the Class B Notes (the "“Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [Publicly Registered Notes and the Class C A-1 Notes], the "“Notes"”). The [Class A-1 Notes will be sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”). The Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The . Each of the Notes will be issued under pursuant to an indenture (the "“Indenture"”) to be entered into by between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) and will be secured by (i) the 20__-___Exchange 2011-B Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement pursuant to the First Tier Sale Agreement, dated as of October 1, 2011 (the "Exchange Note Purchase “First Tier Sale Agreement") to be entered into by ”), between Ford Credit and the Depositor, and the . The Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement pursuant to the Second Tier Sale Agreement, dated as of October 1, 2011 (the "Exchange Note “Second Tier Sale Agreement") to be entered into by Ford Credit ”), between the Depositor and the Trust. Ford Credit, as servicer Credit (in this such capacity, the "“Servicer"), ”) will service the leases Leases and leased vehicles Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the "20__-_ Reference Pool"“Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) on behalf and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2011 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Trust under a servicing Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (theeach, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2011-B)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3▇-▇, ▇▇▇▇▇ ▇-▇, [,Class B] [and] Class A-4[, Class B][,]/[and] and [Class C] [and Class D] Notes (together, the "“Offered Notes"[or Notes” [or the "“Notes"”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__20 - , a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a an][a second] [amended and restated restated] trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and , as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "“Class B Notes")] [and]/[,] [”) and the Class C Notes (the "“Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [Notes and the Class B Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [and Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and , as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the "20__-_ Reference Pool"“Supplement”) on behalf as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Auto Lease Two LLCFieldstone Mortgage Investment Corporation, a Delaware limited liability company Maryland corporation (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell has authorized the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [issuance and Class D] sale of Mortgage-Backed Notes (together, the "Offered Notes"[or the "Notes"]) described and Mortgage-Backed Certificates (the "Certificates" and together with the Notes, the "Securities") in one or more series (each, a "Series"). This Underwriting Agreement (the Terms Annex attached "Underwriting Agreement") related to this agreement offers and sales of Series of Notes. Each Note will generally be payable out of the cash flows attributable to the property of each Trust, which will consist of one or more pools of mortgage loans (this agreementthe "Mortgage Loans") and certain related property to be conveyed to the Trust by the Depositor. The Mortgage Loans may be sold to the Depositor pursuant to one or more Mortgage Loan Purchase Agreements (each, including an "Mortgage Loan Purchase Agreement"), between the Terms AnnexDepositor, this as purchaser, Fieldstone Investment Funding, LLC (the "AgreementTransferor") and Fieldstone Investment Corporation, as seller (the "Seller"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes any Series will be issued by Ford Credit Auto Lease pursuant to a Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement Agreement (the "Trust Agreement"), a Transfer and Servicing Agreement (the "Transfer and Servicing Agreement") to be entered into by and an Indenture, among the Trust, the Depositor, __________________the Seller, the Master Servicer, the Servicer, the Subservicer, the Owner Trustee, the Indenture Trustee and the Trust Administrator, as applicable. Capitalized terms used herein and not defined, shall have the meaning set forth in the Transfer and Servicing Agreement or the related Terms Agreement (as defined below). The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Representative (as defined below). Each Series of Notes and any classes or subclasses of Notes (each, a "Class" or "Subclass", respectively) within such Series may vary, among other things, as to number and types of Classes or Subclasses, aggregate class principal amount or class notional amount or aggregate class principal amount, the interest rate with respect to each Class or Subclass, the percentage interest if any, entitled by each Class or Subclass to payments of principal and interest on, or with respect to, the Notes payable out of cash flows attributable to the Mortgage Loans included in the related Trust, the class principal amount and interest rate, if any, priority of payment among Classes or Subclasses, the method of credit enhancement with respect to the Notes for such Series, the Classes or Subclasses of Notes of such Series subject to this Agreement, and any other variable terms contemplated by the Operative Agreements and in the Notes of such Series. For federal income tax purposes, the Notes will be characterized as debt to the extent they are issued to parties unrelated to the equity owner trustee of the Trust and are rated at least "BBB-" or the equivalent by one or more Rating Agencies. Whenever the Depositor determines to make an offering of Notes pursuant to this Underwriting Agreement, the Depositor will enter into an agreement (the "Owner TrusteeTerms Agreement") and __________________, as Delaware trustee. [Simultaneously with providing for the issuance and sale of such Notes to, and the Offered purchase and offering thereof by, an underwriter acting for itself and as the representative (the "Representative") for the other underwriters, if any, identified in the related Terms Agreement (in each case, collectively, the "Underwriters") or through an underwriting syndicate managed by the Representative. The Representative and any other underwriters identified in the related Terms Agreement agree to become obligated to purchase Notes as contemplated from the Depositor. Such Terms Agreement shall specify the class principal amount or class notional amount of each Class or Subclass of the Notes to be issued and their terms not otherwise specified in the Operative Agreements, the Classes or Subclasses of Notes subject to this Agreement, the Trust will issue price at which such Notes are to be purchased by the [Class B Representative and each of the Underwriters from the Depositor, the aggregate amount of Notes (to be purchased by the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [Representative and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [each Underwriter and any other Underwriter that is a party to such Terms Agreement and the Class C Notes], initial public offering price or the "Notes")method by which the price at which such Notes are to be sold will be determined. The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially Terms Agreement, which shall be retained by substantially in the form of Exhibit A hereto, which may take the form of an exchange of any standard form of written telecommunication between the Representative and the Depositor.] The . Each offering of Notes will be issued under an indenture (the "Indenture") to be entered into governed by this Agreement, as supplemented by the Trust applicable Terms Agreement, and __________________this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Representative and the related Underwriters. Except as otherwise required by the context, all references herein to a Terms Agreement, Delivery Date, the related Operative Agreements and Underwriters shall refer to the Terms Agreement, Delivery Date, the related Operative Agreements and Underwriter or Underwriters, as indenture trustee (the "Indenture Trustee")case may be, and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement relating to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property related Series of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theNotes.
Appears in 1 contract
Sources: Underwriting Agreement (Fieldstone Mortgage Investment CORP)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] Class A-3[,] [and] ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or Notes” or the "“Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__2020-B, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________The Bank of New York Mellon, as owner trustee (the "“Owner Trustee"”) and __________________BNY Mellon Trust of Delaware, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________U.S. Bank National Association, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange 2020-B Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("“CAB East"”) and CAB West LLC ("“CAB West" ” and, together with CAB East, the "“Titling Companies"”), as borrowers under a credit and security agreement (the "“Credit and Security Agreement"”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the "“Administrative Agent"”), HTD Leasing LLC, as collateral agent (the "“Collateral Agent"”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "“Exchange Note Supplement"”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "“Exchange Note Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "“Exchange Note Sale Agreement"”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "“Servicer"”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ “2020-B Reference Pool"”) on behalf of the Trust under a servicing agreement (thethe “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2020-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2020-B)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "Offered Notes"[or Notes" or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2023-B, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this capacityAgreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "ServicerSecurities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), will service at least three business days before the leases and leased vehicles allocated Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference PoolTime of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") on behalf and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the Trust purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a servicing agreement final prospectus relating to the Offered Notes (theas amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-B)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-4 and Class D] B Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2025-A, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] " and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this capacityAgreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "ServicerSecurities Act") a registration statement on Form SF-3 (Registration No. 333-281130), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 26, 2024 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), will service at least three business days before the leases and leased vehicles allocated Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference PoolTime of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") on behalf and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the Trust purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a servicing agreement final prospectus relating to the Offered Notes (theas amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2025-A)
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[A-2a, Class B][,]/[and] [▇-▇▇, ▇▇▇▇▇ ▇-▇, Class C] [A-4 and Class D] B Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__2019-B, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________The Bank of New York Mellon, as owner trustee (the "“Owner Trustee"”) and __________________BNY Mellon Trust of Delaware, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "“Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________U.S. Bank National Association, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange 2019-B Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("“CAB East"”) and CAB West LLC ("“CAB West" ” and, together with CAB East, the "“Titling Companies"”), as borrowers under a credit and security agreement (the "“Credit and Security Agreement"”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the "“Administrative Agent"”), HTD Leasing LLC, as collateral agent (the "“Collateral Agent"”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "“Exchange Note Supplement"”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "“Exchange Note Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "“Exchange Note Sale Agreement"”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "“Servicer"”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ “2019-B Reference Pool"”) on behalf of the Trust under a servicing agreement (thethe “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2019-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2019-B)
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes propose to sell the Class A-1A-1 Notes, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-2 Notes and Class D] B Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Floorplan Master Owner Trust 20__-__A, a Delaware statutory trust (the "“Trust"”). The Trust will be is governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________Depositors and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "“Class C Notes")] [”) and the Class D Notes (the "“Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [Notes and the Class C Notes], the "“Series 2018-1 Notes"” or the “Notes”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] Depositors. The Notes will be issued under an indenture (the "“Base Indenture"”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2018-1 Notes will be perfected under a separate account control agreement (the “Series 2018-1 Account Control Agreement”) to be entered into by the Trust and __________________Trust, as indenture trustee (grantor, the "Indenture Trustee"), as secured party, and will be secured by (i) The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the 20__-___Exchange Note (review of the "Exchange Note") issued by CAB East LLC ("CAB East") Receivables for compliance with the representations and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers warranties made about them in certain circumstances under a credit and security an asset representations review agreement (the "Credit and Security “Asset Representations Review Agreement"”) among the Titling CompaniesTrust, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2018-1 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Credit Securities Act of 1933 (together with the rules and Security regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 24, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Exchange Note Supplement"“Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be entered amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into by the parties a new Contract of Sale, “Time of Sale” will refer to the Credit time of entry into the initial Contract of Sale and Security Agreement “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (ii) other property “Rule 424(b)”), within two business days of the Trust. Ford Credit will sell the Exchange Note date of this Agreement, a final prospectus relating to the Depositor under an exchange note purchase agreement Offered Notes (as amended or supplemented and including all documents incorporated by reference in the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacityprospectus, the "Servicer"“Prospectus”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the.
Appears in 1 contract
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a]A-3 Notes, [the Class A-2b,] A-4 Notes and the Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] B Notes (together, the "Offered Notes"[or the "Publicly Registered Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "Class B A-1 Notes")] [and]/[,] [) and the Class C Notes and the Class D Notes (the "Class C Notes")] [" and Class D Notes (the "Class D Notes"] , respectively, and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [Publicly Registered Notes and the Class C A-1 Notes], the "Notes"). The [Class B Notes][,]/[and] [A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note Purchase Agreement"). The Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] The . Each of the Notes will be issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), ) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1A-1[a], [Class A-1b,] Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class CB] [and Class DC] Notes (together, the "“Offered Notes"[or Notes”[or the "“Notes"”]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__20 - , a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________, as owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "“Class B Notes")”) and the] [and]/[,] [Class C Notes (the "“Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] Notes [and the Class B Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[andand] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange 20 - Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("“CAB East"”) and CAB West LLC ("“CAB West" ” and, together with CAB East, the "“Titling Companies"”), as borrowers under a credit and security agreement (the "“Credit and Security Agreement"”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the "“Administrative Agent"”), HTD Leasing LLC, as collateral agent (the "“Collateral Agent"”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "“Exchange Note Supplement"”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "“Exchange Note Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "“Exchange Note Sale Agreement"”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "“Servicer"”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ “20 - Reference Pool"”) on behalf of the Trust under a servicing agreement (thethe “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and , in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 20 - Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and , as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333- ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on , 20 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Introduction. Ford Credit Auto Lease Two LLCGreat Basin Scientific, Inc., a Delaware limited liability company corporation (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"“Company”), proposes to issue and sell to the Class A-1purchasers, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [pursuant to the terms and Class D] Notes conditions of this Placement Agent Agreement (togetherthis “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"“Purchasers”), and will be secured by up to an aggregate of: (i) the 20__-___Exchange Note [●] Class A Units (the "Exchange Note"“Class A Units”) issued by CAB East LLC consisting of ("CAB East"A) [●] authorized but unissued shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement B) [●] Series E Warrants (the "Credit and Security Agreement"“Class A Series E Warrants”) among the Titling Companies, U.S. Bank National Association, as administrative agent to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the "Administrative Agent"“Class A Series E Warrant Shares”), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement ; and (ii) other property [●] Class B Units (the “Class B Units” and together with the Class A Units, the “Units”) consisting of (A) [●] Pre-funded Series F Warrants (the “Series F Warrants”) to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the “Series F Warrant Shares”) and (B) [●] Series E Warrants (the “Class B Series E Warrants” and together with the Class A Series E Warrants, the “Series E Warrants”) to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the “Class B Series E Warrant Shares” and together with the Class A Series E Warrant Shares, the “Series E Warrant Shares”). Each Class A Unit will consist of one Share and 1.5 Class A Series E Warrants. Each Class B Unit will consist of one Series F Warrant and 1.5 Class B Series E Warrants. The Series E Warrants and the Series F Warrants are collectively referred to as the “Warrants.” The Units, the Shares, the Warrants and the Series F Warrant Shares and are collectively referred to as the “Securities.” The Units will not be separately issued or certificated and the Securities shall be immediately separable and transferable upon issuance. The Series E Warrant Shares are referred to as the “Delayed Exercise Warrant Shares.” The form of the Trust. Ford Credit will sell Series E Warrant is attached hereto as Exhibit B. The form of the Exchange Note to the Depositor under an exchange note purchase Series F Warrant is attached hereto as Exhibit C. The Company hereby confirms its agreement with ▇▇▇▇ Capital Partners, LLC (the "Exchange Note Purchase Agreement"“Placement Agent”) to be entered into by Ford Credit act as Placement Agent in accordance with the terms and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theconditions hereof.
Appears in 1 contract
Sources: Placement Agent Agreement (Great Basin Scientific, Inc.)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Motor Credit Credit, as sole member (the "Limited Liability Company LLC, a Delaware limited liability company ("Ford CreditAgreement"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the Terms Annex, the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Public Note Underwriters"). The Notes exempt from registration pursuant to Section 3(a)(3) of the Securities Act of 1933, as amended (the "Act"), as set forth in the Terms Annex, will be sold to the applicable underwriters listed in the Terms Annex (the "Exempt Note Underwriters" and together with the Public Note Underwriters, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") ), and __________________, as Delaware trustee. [Simultaneously with the issuance will be secured by a pool of retail installment sale contracts for new and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes used cars and light trucks (the "Class B NotesReceivables")] [and]/[,] [Class C Notes () and certain other property of the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes")Trust. The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"). Ford Motor Credit Company, and will be secured by a Delaware corporation (i) the 20__-___Exchange Note (the "Exchange NoteFord Credit") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), ) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively called the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively called the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Act and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." The Depositor also has prepared an offering memorandum (an "Offering Memorandum") relating to the Class A-1 Notes exempt from registration by Section 3(a)(3) of the Act (the "Exempt Notes," and together with the Publicly Registered Notes, the "Underwritten Notes"). Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus"), preliminary offering memorandum relating to the Exempt Notes (the "Preliminary Offering Memorandum"), the Prospectus or the Offering Memorandum will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus, Preliminary Offering Memorandum, Prospectus or Offering Memorandum, as the case may be. The Depositor has posted certain static pool information (the "Static Pool Information") relating to prior securitized pools to the website listed in the Prospectus Supplement under "Transaction Parties-Static Pool Information." At or prior to the time that the Representatives first sold the Notes to investors, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the date of this Agreement, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that they have reformed the purchase contracts with investors of the Notes, then "Time of Sale Information" will refer to the information available to purchasers at the time of entry into the first reformed purchase contract, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a]A-3 Notes, [the Class A-2b,] A-4 Notes, the Class A-3[,] [and] B Notes, the Class A-4[, C Notes and the Class B][,]/[and] [Class C] [and Class D] D Notes (together, the "Offered Notes"[or the "Publicly Registered Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes A-1 Notes, (the "Class B A-1 Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] " and, collectively together with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by sold pursuant to a note purchase agreement (the Depositor.] The "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), ) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-4 and Class D] B Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2024-A, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] a second amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] " and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this capacityAgreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "ServicerSecurities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), will service at least three business days before the leases and leased vehicles allocated Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference PoolTime of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") on behalf and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the Trust purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a servicing agreement final prospectus relating to the Offered Notes (theas amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2024-A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-3 and Class D] A-4 Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2018-A, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "“Class B Notes")] [and]/[,] [”) and the Class C Notes (the "“Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes and the Offered Notes] [, the “Notes”). The Class B Notes and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2018-A)
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2014-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-3 and Class D] A-4 Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__2016-A, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________The Bank of New York Mellon, as owner trustee (the "“Owner Trustee"”) and __________________BNY Mellon Trust of Delaware, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "“Class B Notes")] [and]/[,] [”) and the Class C Notes (the "“Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes and the Offered Notes] [, the “Notes”). The Class B Notes and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________U.S. Bank National Association, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange 2016-A Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("“CAB East"”) and CAB West LLC ("“CAB West" ” and, together with CAB East, the "“Titling Companies"”), as borrowers under a credit and security agreement (the "“Credit and Security Agreement"”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the "“Administrative Agent"”), HTD Leasing LLC, as collateral agent (the "“Collateral Agent"”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "“Exchange Note Supplement"”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "“Exchange Note Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "“Exchange Note Sale Agreement"”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "“Servicer"”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ “2016-A Reference Pool"”) on behalf of the Trust under a servicing agreement (thethe “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2016-A Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-208514), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on March 1, 2016 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Two LLC)
Introduction. Ford Credit Auto Lease Two LLCThe boards of directors of each of BioValve, BTI and Paramount and the manager of the Company believe it is in the best interests of each company and their respective securities holders that BioValve, BTI, the Company and Paramount, as applicable, enter into this Agreement. BioValve and BTI formed the Company on August 2, 2006 (the "Formation Date"), and BioValve and BTI and the Company have entered into a Delaware limited liability company agreement (the "DepositorOriginal Agreement") as of the same date. On August 22, 2006, pursuant to the Formation Agreement, (i) BioValve contributed 99% of the Contributed Assets to the Company in exchange for 99% of the Membership Interests and (ii) BTI contributed the remaining 1% of the Contributed Assets to the Company in exchange for 1% of the Membership Interests. On August 24, 2006 (i) BioValve entered into the Securities Purchase Agreement (the "Securities Purchase Agreement"), wholly owned by Ford Motor Credit among BioValve, the Company LLC, a Delaware limited liability company and the buyers parties thereto (the "Ford CreditBuyers"), proposes to sell (ii) the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Company delivered the Senior Secured Convertible Exchangeable Notes (together, the "Offered Notes"[or the "Notes"]) described in favor of the Holders (as defined in the Terms Annex attached Notes), (iii) the Company delivered to this agreement each Buyer warrants exercisable for shares of Common Stock of BioValve (this agreementthe "BioValve Warrants"), including (iv) BioValve entered into the Terms AnnexGuaranty (the "Guaranty") in favor of the Payee (as defined in the Guaranty), this (v) the Company and the Buyers entered into the Warrant Agreement (the "Bridge Warrant Agreement"). The Offered Notes will be registered with ; (vi) the Securities and Exchange Commission Company issued to each Buyer a warrant (the "CommissionBridge Warrants") and will be sold to purchase a number of shares of Paramount Common Stock specified in column (6) of the Schedule of Buyers attached to the underwriters listed in the Terms Annex through the representatives Securities Purchase Agreement (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notesas exercised, the "UnderwritersBridge Warrant Shares"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust ; and (vii) the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be Company entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note SupplementSecurity Agreement" and together with the Securities Purchase Agreement, the Note, the Guaranty, the BioValve Warrants, the Bridge Warrant Agreement and the Bridge Warrants, the "Company Bridge Loan Agreements") among the Company and the Collateral Agent (as defined in the Security Agreement) copies of each which have been delivered to Paramount. On the Closing Date, Paramount, BioValve, BTI and the Company shall enter into an amended and restated limited liability company agreement substantially in the form attached hereto as Exhibit A (the "Limited Liability Company Agreement"), which shall replace the Original Agreement in its entirety and provide for, among other things, the Initial BioValve Membership Units, the Initial Paramount Membership Units, the BTI Membership Units, the Earnout Units, the Warrant Milestone Payment and the Revenue Payment that may be entered into by delivered pursuant to Sections 10.1, 10.3(b) and 10.6, respectively, of the parties Limited Liability Company Agreement and the admission of Paramount as a member of the Company and to establish the respective rights and obligations of Paramount, BTI and BioValve with respect to the Credit Company. On the Closing Date and Security in connection with the transactions effected pursuant to the Securities Purchase Agreement: (i) the Notes shall become exchangeable into shares of Paramount Common Stock (as exchanged, the "Exchange Shares"); (ii) Paramount and the Buyers will enter into a Share Exchange Agreement in the form attached as Exhibit D to the Securities Purchase Agreement (the "Share Exchange Agreement",) pursuant to which Paramount will agree to issue the Exchange Shares and the Bridge Warrant Shares in accordance with the terms thereof and the Limited Liability Company Agreement; and (iii) Paramount and the Buyers will enter into a registration rights agreement in the form attached as Exhibit C to the Securities Purchase Agreement (the "Bridge Registration Rights Agreement"; and together with the Company Bridge Loan Agreements and the Share Exchange Agreement, the "Bridge Loan Agreements"). On the Closing Date, Paramount shall (i) make a cash capital contribution to the Company in exchange for (A) the Initial Paramount Membership Units, (B) warrants to acquire 19,550,000 additional Membership Units, (C) an option to acquire (1) 425,000 Membership Units and (2) warrants to acquire 850,000 Membership Units and (D) the right to receive a number of Membership Units equal to the number of Exchange Shares and Warrant Shares issued by Paramount; and (ii) other property pay BioValve (or its designee) the Closing Date Payment. In consideration of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit foregoing and the Depositorrespective representations, warranties, covenants and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacityagreements set forth herein, the "Servicer")parties hereto, will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theagree as follows:
Appears in 1 contract
Sources: Contribution Agreement (Paramount Acquisition Corp)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2, [Class A-2b,] Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or Notes” or the "“Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2020-A, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2020-A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a], [A-3 Notes and the Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-4 Notes (together, the "Offered Notes"[or the "" Publicly Registered Notes"]) described in the Terms Annex (the "Terms Annex ") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "AgreementAgreement "). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "CommissionCommission ") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "RepresentativesRepresentatives ") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "UnderwritersUnderwriters "). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class A-1 Notes, (the "Class A-1 Notes") and the Class B Notes, the Class C Notes and the Class D Notes (the "Class B Notes")] [and]/[,] [Class C Notes (" the "Class C Notes")] [" and Class D Notes (the "Class D Notes"] ," respectively, and, collectively together with the Offered Notes[,]/[and] [the Class B Notes] [A-1 Notes and the Class C Publicly Registered Notes], the "Notes"). The [Class A-1 Notes will be sold pursuant to a note purchase agreement (the "Class A-1 Note Purchase Agreement"). The Class B Notes][,]/[and] [Notes, the Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] The . Each of the Notes will be issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars and light trucks (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables ") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), ) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively referred to as the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus ." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex 1 to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-B)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2, [Class A-2b,] Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or Notes” or the "“Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2020-B, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2020-B)
Introduction. Ford Credit Auto Lease Two LLCFieldstone Mortgage Investment Corporation, a Delaware limited liability company Maryland corporation (the "“Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"”), proposes to sell to Bear ▇▇▇▇▇▇▇ & Co., Inc., Credit Suisse Securities (USA) LLC, ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (each an “Underwriter” and collectively, the Class A-1“Underwriters”) the class principal amount or class notional amount of the Fieldstone Mortgage Investment Trust, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Series 2006-1 Mortgage-Backed Notes (togetherthe “Notes”), the "Offered Notes"[or the "Notes"]) described identified in the Terms Annex pricing supplement, a form of which is attached to this agreement as Schedule I hereto (this agreement, including the Terms Annex, this "Agreement"“Pricing Supplement”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued pursuant to a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an indenture (the “Indenture”) by Ford Credit Auto Lease Trust 20__-__and among Fieldstone Mortgage Investment Trust, Series 2006-1, a Delaware statutory trust (the "Trust"“Issuing Entity”), an indenture trustee (the “Indenture Trustee”), and a trust administrator (the “Trust Administrator”). The Trust will be governed by [an]/[a second] amended and restated Issuing Entity has been created pursuant to a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________, as and between an owner trustee (the "“Owner Trustee"”), the Depositor and Trust Administrator. The Notes will generally be payable out of the cash flows attributable to the property of each Issuing Entity, which will consist of one or more pools of mortgage loans (the “Mortgage Loans”) and __________________certain related property to be conveyed to the Issuing Entity by the Depositor. The Mortgage Loans will be conveyed by the Depositor on the Delivery Date pursuant to one or more mortgage loan purchase agreements (each, a “Mortgage Loan Purchase Agreement”), by and between each Fieldstone Investment Corporation and any other party identified as Delaware trusteea seller of the Mortgage Loans (each referred to herein as a “Seller”) and the Depositor. [Simultaneously with On the issuance Delivery Date (as defined in Section 3 below), the Depositor will convey the Mortgage Loans to the Issuing Entity pursuant to a transfer and servicing agreement ( the “Transfer and Servicing Agreement”), by and among the Issuing Entity, the Depositor, each Seller, a master servicer (the “Master Servicer”), the Trust Administrator, the Indenture Trustee, the Servicer and potentially, one or more subservicers, including JPMorgan Chase Bank, National Association (each, a “Subservicer”). The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Underwriters. This Underwriting Agreement (this “Agreement”) includes the terms and conditions governing the offering and sale of Notes from the Offered Depositor to the Underwriters. Upon the execution and delivery of this Agreement and the Pricing Supplement, the Underwriters agree to purchase Notes from the Depositor subject to the satisfaction of the conditions set forth herein. The Depositor and the Underwriters shall execute and deliver a Pricing Supplement detailing the Purchase Price and other terms of the Notes promptly upon such parties’ mutual agreement regarding such Purchase Price and terms. The Pricing Supplement shall include, among other things, the following information in connection with the offering of the Notes: (a) the aggregate amount of the Notes to be purchased by each Underwriter and the purchase price, net of underwriting discounts, for which each class of Notes shall be sold by the Depositor to the Underwriters, (b) the initial public offering price or the method by which the price at which such Notes are to be sold to the public, (c) the identification of significant parties to the transaction, (d) structural terms of the securities offering and (e) the listing of offering materials to be used in connection with the offering of the Notes. Capitalized terms used herein and not otherwise defined herein, shall have the meanings set forth in the Transfer and Servicing Agreement. The terms and conditions of the Pricing Supplement are deemed to be incorporated by reference into this Agreement as contemplated if such terms and conditions were originally described in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially Pricing Supplement may be retained by amended, modified or supplemented from time to time upon the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security mutual agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by of the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (thethereto.
Appears in 1 contract
Sources: Underwriting Agreement (Fieldstone Mortgage Investment CORP)
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to sell the Class A-1Depositors under separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2014-4 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-4 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms AnnexAnnex (the “Time of Sale”), this "Agreement"). The Offered Notes will be registered with the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the "Representatives"“Corrective Information”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust investor will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") refer to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement information available to the Credit and Security Agreement (purchaser at the "Exchange Note Supplement") to be entered time of entry into by the parties to the Credit and Security Agreement and (ii) other property initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Two LLCFirst Mariner Bancorp, a Delaware limited liability company Maryland corporation (the "DepositorCompany"), wholly owned by Ford Motor Credit Company LLCand Mariner Capital Trust, a statutory business trust organized under the Delaware limited liability company Business Trust Act (the "Ford CreditDelaware Act") (the "Trust" and, together with the Company, sometimes the "Offerors"), proposes propose, upon the terms and subject to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described conditions set forth in the Terms Annex attached to this underwriting agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with ) that the Securities Trust issue and Exchange Commission (the "Commission") and will be sold sell to the several underwriters listed named in the Terms Annex through the representatives Schedule I hereto (the each an "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered NotesUnderwriter" and, collectively, the "Underwriters"), for which ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Incorporated is acting as representative (the "Representative"), with respect to the proposed issuance and sale by the Trust of its _______% Preferred Securities, with a liquidation amount of $10.00 per Preferred Security (the "Securities"), the terms of which are more fully described in the Prospectus (as hereinafter defined). The Offered Notes Such Securities will be issued by Ford Credit Auto Lease pursuant to an Amended and Restated Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement Agreement (the "Trust Agreement") to among the Company as Depositor and Wilmington Trust Company, as Delaware Trustee and as Property Trustee. The Preferred Securities will be entered into guaranteed by the DepositorCompany with respect to distributions and payments upon liquidation, ______redemption and otherwise (the "Guarantee") pursuant to and to the extent provided by a Guarantee Agreement (the "Guarantee Agreement"), dated ____________, 1998, between the Company and Wilmington Trust Company, as owner trustee Guarantee Trustee (the "Owner Guarantee Trustee"). The entire proceeds of the sale of the Securities to be issued pursuant hereto and the common securities of the Trust (the "Common Securities") and _______will be used to purchase an equivalent dollar amount of junior subordinated debentures (the "Subordinated Debentures") to be issued by the Company pursuant to a Junior Subordinated Indenture (the "Indenture"), dated ___________, 1998, between the Company and Wilmington Trust Company, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes Debenture Trustee (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "NotesDebenture Trustee"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") 2,000,000 Securities proposed to be entered into sold by the Trust and __________________, are referred to herein as indenture trustee (the "Indenture Trustee")Firm Securities." The Offerors also propose to grant to the Underwriters an option to purchase up to an additional 300,000 Securities, and will be secured by (i) the 20__-___Exchange Note (referred to herein as the "Exchange Note") issued by CAB East LLC Additional Securities" ("CAB East") and CAB West LLC ("CAB West" and, together with CAB Eastthe Firm Securities, the "Titling CompaniesPreferred Securities"), if requested by the Underwriters as borrowers provided in Section 3 hereof. The registration statement under a credit and security agreement the Securities Act of 1933, as amended (the "Credit and Security AgreementSecurities Act") among with respect to the Titling CompaniesPreferred Securities, U.S. Bank National Associationthe Subordinated Debentures and the Guarantee, as administrative agent amended at the time it is or was declared effective by the Securities and Exchange Commission (the "Administrative AgentCommission") and, in the event of any amendment thereto after the effective date, such registration statement as so amended (but only from and after the effectiveness of such amendment), HTD Leasing LLC, as collateral agent including a registration statement (if any) filed pursuant to Rule 462(b) of the rules and regulations of the Commission under the Securities Act (the "Collateral AgentSecurities Act Rules and Regulations") increasing the size of the offering registered under the Securities Act and Ford Creditinformation (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rules 430A(b) and 434(d) of the Securities Act Rules and Regulations, as lender is hereinafter called the "Registration Statement." The prospectus included in the Registration Statement at the time it is or was declared effective by the Commission and as servicer, and a any related prospectus supplement or supplements relating to the Credit Preferred Securities, the Guarantee or the Subordinated Debentures as previously filed with or promptly hereafter filed with the Commission pursuant to Rule 424(b) of the Securities Act Rules and Security Agreement (Regulations, is hereinafter called the "Exchange Note Supplement") to be entered into Prospectus,' except that if any prospectus (including any term sheet meeting the requirements of Rule 434 of the Securities Act Rules and Regulations provided by the parties Offerors for use with a prospectus subject to completion within the Credit and Security Agreement and (iimeaning of such Rule 434 in order to meet the requirements of Section 10(a) other property of the Trust. Ford Credit will sell Securities Act) filed by the Exchange Note Offerors with the Commission pursuant to the Depositor under an exchange note purchase agreement Rule 424(b) (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theand
Appears in 1 contract
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to sell the Class A-1Depositors under separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-5 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-5 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms AnnexAnnex (the “Time of Sale”), this "Agreement"). The Offered Notes will be registered with the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the "Representatives"“Corrective Information”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust investor will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") refer to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement information available to the Credit and Security Agreement (purchaser at the "Exchange Note Supplement") to be entered time of entry into by the parties to the Credit and Security Agreement and (ii) other property initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1A-2 Notes, the Class A-2[a]A-3 Notes, [the Class A-2b,] A-4 Notes, the Class A-3[,] [and] B Notes, the Class A-4[, C Notes and the Class B][,]/[and] [Class C] [and Class D] D Notes (together, the "Offered Notes"[or the "“Publicly Registered Notes"]”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by sold pursuant to a note purchase agreement (the Depositor.] The “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued under pursuant to an indenture (the "“Indenture"”) to be entered into by between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note “Purchase Agreement"”) to be entered into by Ford Credit and identified in the Depositor, Terms Annex and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by identified in the Terms Annex. Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "“Servicer"), ”) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-B)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-4 and Class D] B Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__2024-B, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and __________________BNY Mellon Trust of Delaware, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [) and Class D Notes (the "Class D Notes"] " and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [C Notes and the Class C Offered Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Notes and Class D] D Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange 2024-B Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ 2024-B Reference Pool") on behalf of the Trust under a servicing agreement (thethe "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2024-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2024-B)
Introduction. [Each of] [Ford Credit Auto Lease Two LLCFloorplan Corporation, a Delaware limited liability company corporation (the "FCF Corp" or [a/the] "Depositor"), wholly owned by ,] [and] [Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company ("Ford CreditFCF LLC" or [a/the] "Depositor" [and, together with FCF Corp, the "Depositors"]), proposes propose[s] to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below). The Offered rules of usage specified in the Transaction Documents will apply to this Agreement. The Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by among the Depositor, __________________, as Depositor[s] and an owner trustee (the "Owner Trustee") and __________________, as a Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes trustee (the "Class B NotesDelaware Trustee")] [and]/[,] [Class C Notes () identified in the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes")Terms Annex. The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under pursuant to an indenture (the "Base Indenture") to be entered into by and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) a revolving pool of receivables arising in connection with the 20__-___Exchange Note purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. [The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust __ ("CAB West" andMOT_ "). References herein to the Receivables include the Receivables held by the Trust both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, together with CAB East, the a Delaware corporation ("Titling CompaniesFord"), as borrowers under to Ford Motor Credit Company LLC, a credit Delaware limited liability company ("Ford Credit"), pursuant to a sale and security assignment agreement (the "Credit Sale and Security Assignment Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") between Ford and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to . All Receivables have been or will be entered into sold by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the [each]/[the] Depositor under an exchange note pursuant to [separate]/[a] receivables purchase agreement agreement[s] (the [each, a]/[the] "Exchange Note Receivables Purchase Agreement") between Ford Credit and [FCF Corp] [and FCF LLC, as applicable, each] as further described in the Terms Annex, and in turn transferred by the [related] Depositor to be entered into the Trust [or MOT__] and serviced for the Trust [or MOT__] by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer") pursuant to [separate]/[a] transfer and servicing agreement[s] ([each, a]/[the] "Transfer and Servicing Agreement"), [each] as further described in the Terms Annex. A back-up servicer will service the leases and leased vehicles allocated perform back-up servicing functions pursuant to the Exchange Note a back-up servicing agreement (the "20__-_ Reference PoolBack-up Servicing Agreement"), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the "Administration Agreement") on behalf among Ford Credit, the Trust and the Indenture Trustee. The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Back-up Servicing Agreement, the Indenture and the Administration Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The [Depositor has]/[Depositors have] prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Trust Commission under the Securities Act (the "Rules and Regulations"), a servicing agreement registration statement on Form S-3 (thehaving the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The [Depositor also has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a prospectus supplement relating to the Notes (the "Prospectus Supplement"). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor[s] [had/have] prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively,
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Corp)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2, [Class A-2b,] Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or Notes” or the "“Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2021-A, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] a second amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-225949), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 7, 2018 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2021-A)
Introduction. Ford Credit Auto Lease Two LLCFieldstone Mortgage Investment Corporation, a Delaware limited liability company Maryland corporation (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with has authorized the issuance and sale of Mortgage-Backed Notes (the Offered “Notes”) and Mortgage-Backed Certificates (the “Certificates” and together with the Notes, the “Securities”) in one or more series (each, a “Series”). This Underwriting Agreement (the “Underwriting Agreement”) related to offers and sales of Series of Notes. Each Note will generally be payable out of the cash flows attributable to the property of each Trust, which will consist of one or more pools of mortgage loans (the “Mortgage Loans”) and certain related property to be conveyed to the Trust by the Depositor. The Mortgage Loans may be sold to the Depositor pursuant to one or more Mortgage Loan Purchase Agreements (each, an “Mortgage Loan Purchase Agreement”), between the Depositor, as purchaser, Fieldstone Investment Funding, LLC (the “Transferor”) and Fieldstone Investment Corporation, as seller (the “Seller”). The Notes of any Series will be issued pursuant to a Trust Agreement (the “Trust Agreement”), a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an Indenture, among the Trust, the Depositor, the Seller, the Master Servicer, the Servicer, the Subservicer, the Owner Trustee, the Indenture Trustee and the Trust Administrator, as applicable. Capitalized terms used herein and not defined, shall have the meaning set forth in the Transfer and Servicing Agreement or the related Terms Agreement (as defined below). The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Representative (as defined below). Each Series of Notes and any classes or subclasses of Notes (each, a “Class” or “Subclass”, respectively) within such Series may vary, among other things, as to number and types of Classes or Subclasses, aggregate class principal amount or class notional amount or aggregate class principal amount, the interest rate with respect to each Class or Subclass, the percentage interest if any, entitled by each Class or Subclass to payments of principal and interest on, or with respect to, the Notes payable out of cash flows attributable to the Mortgage Loans included in the related Trust, the class principal amount and interest rate, if any, priority of payment among Classes or Subclasses, the method of credit enhancement with respect to the Notes for such Series, the Classes or Subclasses of Notes of such Series subject to this Agreement, and any other variable terms contemplated by the Operative Agreements and in the Notes of such Series. For federal income tax purposes, the Notes will be characterized as debt to the extent they are issued to parties unrelated to the equity owner of the Trust and are rated at least “BBB-” or the equivalent by one or more Rating Agencies. Whenever the Depositor determines to make an offering of Notes pursuant to this Underwriting Agreement, the Depositor will enter into an agreement (the “Terms Agreement”) providing for the sale of such Notes to, and the purchase and offering thereof by, an underwriter acting for itself and as the representative (the “Representative”) for the other underwriters, if any, identified in the related Terms Agreement (in each case, collectively, the “Underwriters”) or through an underwriting syndicate managed by the Representative. The Representative and any other underwriters identified in the related Terms Agreement agree to become obligated to purchase Notes from the Depositor. Such Terms Agreement shall specify the class principal amount or class notional amount of each Class or Subclass of the Notes to be issued and their terms not otherwise specified in the Operative Agreements, the Classes or Subclasses of Notes subject to this Agreement, the Trust will issue price at which such Notes are to be purchased by the [Class B Representative and each of the Underwriters from the Depositor, the aggregate amount of Notes (to be purchased by the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [Representative and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [each Underwriter and any other Underwriter that is a party to such Terms Agreement and the Class C Notes], initial public offering price or the "Notes")method by which the price at which such Notes are to be sold will be determined. The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially Terms Agreement, which shall be retained by substantially in the form of Exhibit A hereto, which may take the form of an exchange of any standard form of written telecommunication between the Representative and the Depositor.] The . Each offering of Notes will be issued under an indenture (the "Indenture") to be entered into governed by this Agreement, as supplemented by the Trust applicable Terms Agreement, and __________________this Agreement and such Terms Agreement shall inure to the benefit of and be binding upon the Representative and the related Underwriters. Except as otherwise required by the context, all references herein to a Terms Agreement, Delivery Date, the related Operative Agreements and Underwriters shall refer to the Terms Agreement, Delivery Date, the related Operative Agreements and Underwriter or Underwriters, as indenture trustee (the "Indenture Trustee")case may be, and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement relating to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property related Series of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theNotes.
Appears in 1 contract
Sources: Underwriting Agreement (Fieldstone Mortgage Investment CORP)
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation ("FCF Corp" or a "Depositor"), and Ford Credit Floorplan LLC, a Delaware limited liability company ("FCF LLC" or a "Depositor" and, together with FCF Corp, the "DepositorDepositors"), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes propose to sell the Class A-1, A[-1[ and Class A-2[aA-2], [Class A-2b,] Class A-3[,] [and] Class A-4][, Class B][,]/[and] [B, Class C] [C and Class D] Notes (together, the "Offered Notes"[or the Notes" [or "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Floorplan Master Owner Trust 20__-__A, a Delaware statutory trust (the "Trust"). The Trust will be is governed by [an]/[a second] a second amended and restated trust agreement (the "Trust Agreement") to be entered into by between the Depositor, _______Depositors and ___________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [, the Class C Notes (the "Class C Notes")] [) and the Class D Notes (the "Class D Notes"] " and, collectively with the Offered Notes[,]/[and] [Notes, the Class B Notes] [Notes and the Class C Notes], the "Series 20__-_ Notes" or the "Notes"). The [Class B Notes][,]/[and] [B, Class C Notes]/[ and] [and Class D] Notes will initially be retained by the DepositorDepositors.] The Notes will be issued under a second amended and restated indenture (the "Base Indenture") and an indenture supplement (the "Indenture Supplement" and, together with the Base Indenture, the "Indenture") to be entered into by each between the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) a revolving pool of receivables originated in connection with the 20__-___Exchange Note purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles ("CAB West" andIn-Transit Receivables") have been or will be sold by Ford Motor Company, together with CAB East, the a Delaware corporation ("Titling CompaniesFord"), as borrowers to Ford Credit under a credit sale and security assignment agreement (the "Sale and Assignment Agreement") between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a "Receivables Purchase Agreement") between Ford Credit and Security each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a "Sale and Servicing Agreement") between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the "Back-up Servicing Agreement") among the Titling CompaniesDepositors, U.S. Bank National AssociationFord Credit, the Trust and _______________, as administrative agent back-up servicer (the "Administrative AgentBack-up Servicer"), HTD Leasing LLC, ]. Ford Credit also acts as collateral agent administrator (the "Collateral AgentAdministrator") and Ford Credit, as lender and as servicer, and a supplement to for the Credit and Security Agreement Trust under an administration agreement (the "Exchange Note SupplementAdministration Agreement") between Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts is perfected under an account control agreement (the "Account Control Agreement") among the Trust, as grantor, the Indenture Trustee, as secured party, and ___________________, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 20__-_ Notes will be perfected under a separate account control agreement (the "Series 20__-_ Account Control Agreement") to be entered into by the parties to Trust, as grantor, the Credit Indenture Trustee, as secured party, and Security Agreement ___________________, in its capacity as both a securities intermediary and (ii) other property a bank. The Trust provides for the review of the Trust. Ford Credit will sell Receivables for compliance with the Exchange Note to the Depositor representations and warranties made about them in certain circumstances under an exchange note purchase asset representations review agreement (the "Exchange Note Purchase Asset Representations Review Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and among the Trust. , Ford Credit, as servicer servicer, and _____________, as asset representations reviewer (in the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20__-_ Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this capacityAgreement are collectively referred to as the "Transaction Documents." The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "ServicerSecurities Act") a registration statement on Form SF-3 (Registration No. 333-________), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on ______, 20__ (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), will service [(a)] at least three business days before the leases and leased vehicles allocated Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under "Time of Sale Information" [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the "20__-_ Reference PoolSupplement") on behalf as described in the Terms Annex under "Time of Sale Information"] (as amended or supplemented and including all documents incorporated by reference in the Trust preliminary prospectus, [together,] the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositors prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined in Rule 405 under the Securities Act (a servicing agreement "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (thecollectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state
Appears in 1 contract
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to sell the Class A-1Depositors under separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms AnnexAnnex (the “Time of Sale”), this "Agreement"). The Offered Notes will be registered with the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the "Representatives"“Corrective Information”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust investor will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") refer to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement information available to the Credit and Security Agreement (purchaser at the "Exchange Note Supplement") to be entered time of entry into by the parties to the Credit and Security Agreement and (ii) other property initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company Hyundai ABS Funding Corporation (the "“Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), ”) proposes to sell the Class A-1, Class A-2[a], cause Hyundai Auto Receivables Trust 20[__]-[Class A-2b,__] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement"”) to be entered into by the Depositor, issue and sell $[_______] principal amount of its Class A-1 Notes (the “Class A-1 Notes”), $[___________, as owner trustee ] principal amount of its Class A-2 Notes (the "Owner Trustee") and “Class A-2 Notes”), $[_______] principal amount of its Class A-3 Notes (the “Class A-3 Notes”) $[_______] principal amount of its Class A-4 Notes (the “Class A-4 Notes”), $[____, as Delaware trustee. [Simultaneously with the issuance and sale __] principal amount of the Offered Notes as contemplated in this Agreement, the Trust will issue the [its Class B Notes (the "“Class B Notes")”) and $ [____] [and]/[,] [principal amount of its Class C Notes (the "“Class C Notes")] [” and Class D Notes (the "Class D Notes"] and, collectively together with the Offered Notes[,]/[and] [Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes] [and the Class C Notes], the "“Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture"”) to be entered into by the Trust and several underwriters set forth on Schedule I (each, an “Underwriter”), for whom [_______] is acting as representative (the “Representative”). The Notes will be issued pursuant to an Indenture, to be dated as of [_______] (the “Indenture”), between the Trust and [_______], as indenture trustee (in such capacity, the "“Indenture Trustee"”). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts acquired by Hyundai Capital America (“HCA”) and sold to the Trust on the Closing Date (the “Receivables”) secured by new and used automobiles, light-duty trucks and minivans and financed thereby (the “Vehicles”), and will be secured by (i) certain monies received thereunder after the 20__-___Exchange Note close of business on [_______] (the "Exchange Note") issued by CAB East LLC ("CAB East"“Cutoff Date”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as borrowers under a credit and security agreement of [______] (the "Credit “Sale and Security Servicing Agreement"”) among the Titling CompaniesTrust, U.S. Bank National AssociationHCA, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") seller and Ford Credit, as lender and as servicer, the Depositor and a supplement the Indenture Trustee. Pursuant to the Credit Sale and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Servicing Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), HCA will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust. In addition, pursuant to the Owner Trust Administration Agreement to be dated as of [_______] (the “Administration Agreement”) among the Trust, HCA and the Indenture Trustee, HCA will agree to perform certain administrative tasks on behalf of the Trust. The Depositor formed the Trust pursuant to a trust agreement, and it will be governed by an Amended and Restated Trust Agreement (the “Trust Agreement”) to be dated as of [_______] among the Depositor, HCA and [_______], as owner trustee (the “Owner Trustee”). The owner trust certificate (the “Certificate”), representing a fractional undivided interest in the Trust, will be issued to the Depositor pursuant to the Trust Agreement. The Depositor will acquire the Receivables from HCA pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of [_____], 20[__] between the Depositor and HCA. HCA has acquired the Receivables from franchised dealers (the “Dealers”) pursuant to certain dealer retail agreements between each Dealer and HCA (collectively, the “Dealer Retail Agreements”). Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined below). As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Receivables Purchase Agreement and the Administration Agreement. At or prior to the date when sales to purchasers of the Notes were first made to investors by the Underwriters, which was [_______] (the “Applicable Date”), the Seller had prepared (i) the Preliminary Prospectus Supplement dated [_______] (the “Preliminary Prospectus Supplement”) to the Base Prospectus dated [_______] (together, the “Preliminary Prospectus”) [and (ii) the Free Writing Prospectus dated [_______] relating to the ratings on the Notes (the “Ratings Free Writing Prospectus” and together with the Preliminary Prospectus, the “Time of Sale Information”)]. If, subsequent to the Applicable Date and prior to the Closing Date, such Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) and enter into new Contracts of Sale with investors in the Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus [or Free Writing Prospectus] approved by the Depositor and the Representative that corrects such material misstatements or omissions (a servicing agreement (the“Corrected Prospectus”) and “Applicable Date” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 20 - Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 20 - Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and those underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage stated in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) between the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and amounts due under those Receivables on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to sell the Class A-1Depositors under separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in that capacity, the “Servicer”) under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in the accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have entered or will enter into a series specific account control agreement (the “Series 2015-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2015-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. The registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission under Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of the Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be stated in the Terms AnnexAnnex (the “Time of Sale”), this "Agreement"). The Offered Notes will be registered with the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined under Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the "Representatives"“Corrective Information”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include the Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for the Publicly Registered Notes to be purchased by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust investor will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") refer to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement information available to the Credit and Security Agreement (purchaser at the "Exchange Note Supplement") to be entered time of entry into by the parties to the Credit and Security Agreement and (ii) other property initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-1A-2a Notes, the Class A-2[a]A-2b Notes, [the Class A-2b,] A-3a Notes, the Class A-3[,] [and] A-3b Notes and the Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-4 Notes (together, the "Offered Notes"[or the "Publicly Registered Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Underwriters"). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York's list of Primary Government Securities Dealers Reporting to the Government Securities Dealers Statistics Unit of the Federal Reserve Bank of New York (a "Primary Dealer"), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the "FRBNY"), as Lender, various Primary Dealers party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the "MLSA"), in connection with the Term Asset-Backed Securities Loan Facility ("TALF"). It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, each Underwriter not only in such capacity but also in its capacity as a Primary Dealer and as a signatory to the MLSA. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes A-1 Notes, (the "Class B A-1 Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] " and, collectively together with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by sold pursuant to a note purchase agreement (the Depositor.] The "Class A-1 Note Purchase Agreement"). Each of the Notes will be issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars and light trucks (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), ) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap, cap or floor agreements (each, an "Interest Rate Hedge") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate ▇▇▇▇▇▇ (if any) are collectively referred to as the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-A)
Introduction. Ford Credit Auto Lease Two LLCThe Company and Perseus are parties to a Securities Purchase Agreement, a Delaware limited liability company dated as of August 4, 2008 (as amended by Amendment No. 1, dated February 27, 2009, and Amendment No. 2, dated March 18, 2010, and as the same may be further amended, modified and supplemented from time to time, the “Securities Purchase Agreement”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Securities Purchase Agreement. As of the date of this Agreement Perseus, together with its former director appointees to the Board, holds: (i) secured convertible promissory notes having an aggregate principal amount of $21,447,590, together with interest thereon payable as specified therein, which notes are convertible into shares of the common stock, par value $0.01 per share, of the Company (the "Depositor")“Company Common Stock”) (such secured convertible promissory notes, wholly owned by Ford Motor Credit Company LLCtogether with any additional secured convertible promissory notes issued as interest thereon, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [together with such additional interest as may be accrued on such existing and Class D] Notes (togetheradditional secured convertible promissory notes, the "Offered Notes"[or “Notes”); (ii) a warrant to purchase 301,288 shares of Company Common Stock (the "Notes"]“Warrant”); (iii) described an option, held by a former director appointee of Perseus to the Board, to purchase 625 shares of Common Stock (the “Option”); and (iv) certain rights, held by former director appointees of Perseus to the Board, to receive shares of Common Stock in lieu of cash as consideration for service on the Terms Annex attached to this agreement Board (this agreement, including the Terms Annex, this "Agreement"“Service Share Rights”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters")Warrant, the Option, the Service Share Rights and any shares of Company Common Stock issued upon conversion or exercise thereof are referred to collectively as the “Repurchase Securities”. The Offered Notes Parties desire to enter into this Agreement pursuant to which the Company will be issued have the right to repurchase all of the Repurchase Securities that are held by Ford Credit Auto Lease Trust 20__-__Perseus or any of its former director appointees to the Board, a Delaware statutory trust Affiliates, successors or assigns (the "Trust"). The Trust will be governed by [an]/[a second] amended “Perseus Group”) on the terms and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated conditions set forth in this Agreement. In consideration of the foregoing and the mutual covenants contained herein and other good and valuable consideration, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [receipt and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes]sufficiency of which are hereby acknowledged, the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust Company and __________________, Perseus hereby agree as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (thefollows:
Appears in 1 contract
Introduction. Ford Credit UPFC Auto Lease Two LLC, a Delaware limited liability company Financing Corporation (the "Depositor"“Seller”) proposes to cause UPFC Auto Receivables Trust 2006-B (the “Trust”) to issue and sell $55,000,000 principal amount of its Class A-1 Notes (the “Class A-1 Notes”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company $96,000,000 principal amount of Class A-2 Notes ("Ford Credit"), proposes to sell the “Class A-2 Notes”) and $99,000,000 principal amount of its Class A-3 Notes (the “Class A-3 Notes,” and together with the Class A-1, A-1 Notes and the Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (togetherA-2 Notes, the "Offered Notes"[or “Notes”) to Deutsche Bank Securities Inc., as underwriter (the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"“Underwriter”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease pursuant to an Indenture, to be dated as of December 1, 2006 (the “Indenture”), between the Trust 20__-__and Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”) and trust collateral agent. The assets of the Trust will include, among other things, a Delaware statutory trust pool of motor vehicle retail installment sale contracts originated by third-party dealers and then acquired by United Auto Credit Corporation (“UACC”) and sold to the Trust on the Closing Date (the "“Receivables”) secured by new and used automobiles, light-duty trucks, sports utility vehicles and vans financed thereby (the “Vehicles”), certain monies received thereunder after the close of business on November 30, 2006 (the “Cutoff Date”), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of December 1, 2006 (the “Sale and Servicing Agreement”) among the Trust", the Seller, UACC, as Servicer, Deutsche Bank Trust Company Americas and Centerone Financial Services LLC, (the “Designated Backup Subservicer”). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and UACC will service the Receivables on behalf of the Trust. The Seller formed the Trust pursuant to a trust agreement, and it will be governed by [an]/[a second] amended an Amended and restated trust agreement Restated Trust Agreement (the "“Trust Agreement"”) to be entered into by dated as of December 14, 2006 among the Depositor, __________________Seller and ▇▇▇▇▇ Fargo Delaware Trust Company, as owner trustee (the "“Owner Trustee") and __________________”). The owner trust certificate (the “Certificate”), as Delaware trusteerepresenting a fractional undivided interest in the Trust, will be issued to the Seller pursuant to the Trust Agreement. [Simultaneously with The Seller will acquire the issuance and sale Receivables from UACC pursuant to the terms of the Offered Sale Agreement (the “Sale Agreement”) dated as of December 1, 2006 between the Seller and UACC. UACC has acquired the Receivables from third-party dealers (the “Dealers”) pursuant to certain dealer retail agreements between each Dealer and UACC (collectively, the “Dealer Retail Agreements”). Ambac Assurance Corporation (the “Insurer”) has agreed to indemnify UACC and the Underwriter and UACC and the Underwriter have each agreed to indemnify the Insurer pursuant to an Indemnification Agreement, dated as of December 14, 2006 (the “Indemnification Agreement”). The Notes will be covered by a Note Guaranty Insurance Policy (the “Policy”) issued by the Insurer, pursuant to an Insurance and Indemnity Agreement, dated as contemplated of December 14, 2006 (the “Insurance Agreement”) among the Insurer, the Trust, UACC, the Seller, the Indenture Trustee, the Trust Collateral Agent and the Backup Servicer. The Trust will pledge to the Collateral Agent a lien and security interest in all of its right, title and interest in the Spread Account pursuant to the terms of the Spread Account Agreement, dated as of December 14, 2006, among the Trust, the Insurer and the Indenture Trustee, the Trust Collateral Agent and the Collateral Agent. Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined in Section 2(i) below). As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Spread Account Agreement, the Trust will issue Agreement, the [Class B Insurance Agreement, the Indemnification Agreement, the Policy and the Sale Agreement. At or prior to the time when sales to purchasers of the Notes were first made to investors by the Underwriter, which was approximately 12:30 a.m. on December 6, 2006 (the "Class B Notes"“Time of Sale”)] [and]/[,] [Class C Notes , the Seller had prepared the Preliminary Prospectus Supplement dated December 6, 2006 to the Prospectus dated November 17, 2006 (along with information referred to under the "Class C Notes"caption “Static Pool Data” therein regardless of whether it is deemed a part thereof under the Rules and Regulations (as defined in Section 2(ii) below)] [, together the “Preliminary Prospectus”). If, subsequent to the Time of Sale and Class D Notes (prior to the "Class D Notes"] andClosing Date, collectively with such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the Offered Notes[,]/[and] [statements therein, in light of the Class B Notes] [circumstances under which they were made, not misleading and the Class C Underwriter terminates its old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) and enters into new Contracts of Sale with investors in the Notes], then the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes “Preliminary Prospectus” will initially be retained refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor.] The Notes will be issued under an indenture Seller and the Underwriter that corrects such material misstatements or omissions (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East"a “Corrected Prospectus”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement “Time of Sale” will refer to the Credit time and Security Agreement (the "Exchange Note Supplement") to be date on which such new Contracts of Sale were entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theinto.
Appears in 1 contract
Sources: Underwriting Agreement (UPFC Auto Receivables Trust 2006-B)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company The Company has determined to issue and deliver up to 1,200,000 common stock purchase warrants (the "DepositorClass A Warrants") evidencing the right of the holders thereof to purchase an aggregate of 1,200,000 shares of common stock, $0.01 par value of the Company (the "Common Stock"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company which Class A Warrants are to be issued and delivered as part of units ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or Units") to be registered pursuant to a registration statement No. 333-43379 (the "NotesRegistration Statement"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered filed with the Securities and Exchange Commission (Commission. In connection with the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters creation of the Offered NotesClass A Warrants, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") Company has decide to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes create 2,400,000 common stock purchase warrants (the "Class B NotesWarrants")] [and]/[,] [) evidencing the right of the holders thereof to purchase an aggregate of 2,400,000 shares of Common Stock, which Class C Notes B Warrants are to be registered pursuant to the Registration Statement and which Class B Warrants are to be issued to the holders of the Class A Warrants upon exercise of the Class A Warrants at rate of two Class B Warrants for each Class A Warrant exercised. In connection with the creation of the Class B Warrants, the Company has decide to create 2,400,000 common stock purchase warrants (the "Class C NotesWarrants")] [) evidencing the right of the holders thereof to purchase an aggregate of 2,400,000 shares of Common Stock, which Class C Warrants are to be registered pursuant to the Registration Statement and which Class D Notes (C Warrants are to be issued to the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [holders of the Class B Notes] [Warrants upon exercise of the Class B Warrants at rate of one Class C Warrant for each Class B Warrant exercised. The Class A Warrants, the Class B Warrants and the Class C Notes], Warrants are hereinafter referred to as the "NotesWarrants"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by Company desires the Depositor.] The Notes will be issued under an indenture (the "Indenture") Warrant Agent to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") act on behalf of the Trust under a servicing agreement (theCompany, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants. The Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants. All acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligation of the Company, and to authorize the execution and delivery of this Agreement."
Appears in 1 contract
Sources: Warrant Agreement (Jvweb Inc)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] Class A-3[,] [and] A-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "Offered Notes"[or Notes" or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2022-D, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this capacityAgreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "ServicerSecurities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), will service at least three business days before the leases and leased vehicles allocated Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference PoolTime of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free-writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") on behalf and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the Trust purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a servicing agreement final prospectus relating to the Offered Notes (theas amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-D)
Introduction. Ford Credit Auto Lease Two LLCFieldstone Mortgage Investment Corporation, a Delaware limited liability company corporation (the "“Depositor"”) proposes to form one or more real estate mortgage investment conduits (each, a “Trust”), wholly owned by Ford Motor Credit Company LLCwhich will issue, from time to time, securities entitled Fieldstone Mortgage Investment Trust, Series 2005-[ ], Mortgage-Backed Notes (the “Notes”) in one or more series (each, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"“Series”). The Offered Notes Each Note will generally be registered with payable out of the Securities and Exchange Commission cash flows attributable to the property of each Trust, which will consist of one or more pools of mortgage loans (the "Commission"“Mortgage Loans”) and will certain related property to be conveyed to the Trust by the Depositor. The Mortgage Loans may be sold to the underwriters Depositor pursuant to one or more Mortgage Loan Purchase Agreements (each, an “Mortgage Loan Purchase Agreement”), dated as of [ ], 2005 set forth in the applicable Terms Agreement (as hereinafter defined), between the Depositor, as purchaser, and Fieldstone Investment Corporation, as seller (the “Seller”). The Notes of any Series will be issued pursuant to a Trust Agreement (the “Trust Agreement”), a Transfer and Servicing Agreement (the “Transfer and Servicing Agreement”) and an Indenture to be dated as set forth in the applicable Terms Agreement (the “Indenture” and, together with this Agreement, the related Terms Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and the Transfer and Servicing Agreement, the “Agreements”), among the Trust, the Depositor, the Seller, the Master Servicer, the Servicer, the Sub-servicer, the Owner Trustee, the Indenture Trustee and the Trust Administrator, as applicable. Capitalized terms used herein and not defined, shall have the meaning set forth in the related Terms Agreement. The Notes are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to the Representative (as defined below). Each Series of Notes and any classes or subclasses of Notes (each, a “Class” or “Subclass”, respectively) within such Series may vary, among other things, as to number and types of Classes or Subclasses, aggregate class principal amount or class notional amount or aggregate class principal amount, the interest rate with respect to each Class or Subclass, the percentage interest if any, entitled by each Class or Subclass to payments of principal and interest on, or with respect to, the Notes payable out of cash flows attributable to the Mortgage Loans included in the related Trust, the class principal amount and interest rate, if any, priority of payment among Classes or Subclasses, the method of credit enhancement with respect to the Notes for such Series, the Classes or Subclasses of Notes of such Series subject to this Agreement, and any other variable terms contemplated by the Agreements and in the Notes of such Series. For federal income tax purposes, the Notes will be characterized as debt to the extent they are issued to parties unrelated to the equity owner of the Trust. Each offering of Notes will be made through [ ], (the “Representative”), for itself and for the other underwriters, if any, listed in the related Terms Annex Agreement, for whom the Representative is acting as representative or through an underwriting syndicate managed by the representatives Representative. Whenever the Depositor determines to form a Trust and to make such an offering of Notes, it will enter into an agreement (the "Representatives"“Terms Agreement”) signing this providing for the sale of such Notes to, and the purchase and offering thereof by, (i) the Representative, (ii) the Representative and such other underwriters who execute the related Terms Agreement and agree thereby to become obligated to purchase Notes from the Depositor, or (iii) the Representative and such other underwriters, if any, selected by the Representative as having authorized the Representative to enter into such Terms Agreement on their behalf (in each case, collectively, the “Underwriters”). Such Terms Agreement shall specify the class principal amount or class notional amount of themselves each Class or Subclass of the Notes to be issued and their terms not otherwise specified in the Agreements, the Classes or Subclasses of Notes subject to this Agreement, the price at which such Notes are to be purchased by the Representative and each of the Underwriters from the Depositor, the aggregate amount of Notes to be purchased by the Representative and each Underwriter and any other Underwriter that is a party to such Terms Agreement and the other underwriters (initial public offering price or the Representatives 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, which may take the form of an exchange of any standard form of written telecommunication between the Representative and the other underwriters Depositor. Each offering of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, as supplemented by the Trust will issue applicable Terms Agreement, and this Agreement and such Terms Agreement shall inure to the [Class B Notes (benefit of and be binding upon the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [Representative and the Class C Notes]related Underwriters. Except as otherwise required by the context, all references herein to a Terms Agreement, Delivery Date, the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by related Agreements and Underwriters shall refer to the Depositor.] The Notes will be issued under an indenture (Terms Agreement, Delivery Date, the "Indenture") to be entered into by the Trust related Agreements and __________________Underwriter or Underwriters, as indenture trustee (the "Indenture Trustee")case may be, and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement relating to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property related Series of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theNotes.
Appears in 1 contract
Sources: Underwriting Agreement (Fieldstone Mortgage Investment CORP)
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes”, and collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2011-2 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2011-2 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-2)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] Class A-3[,] [and] ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or the "Notes"]” or “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2016-C, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-C)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2, [Class A-2b,] Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or Notes” or the "“Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2022-A, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] a second amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-258040), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2022-A)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-2a Notes (togetherthe “Class A-2a Notes”), the "Offered Notes"[or Class A-2b Notes (the "“Class A-2b Notes"]” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”) and the Class B Notes (the “Class B Notes” and, together with the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of March 1, 2014, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The Offered rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [”) and the Class C Notes (the "“Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively together with the Offered Notes[,]/[and] [the Class B Notes] [Publicly Registered Notes and the Class C A-1 Notes], the "“Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by offered pursuant to a preliminary offering memorandum (the Depositor.] The “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under pursuant to an indenture (the "“Indenture"”) to be entered into by between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange 2014-A Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. The Class C Notes will initially be retained by the Depositor. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement pursuant to the First Tier Sale Agreement, dated as of March 1, 2014 (the "Exchange Note Purchase “First Tier Sale Agreement") to be entered into by ”), between Ford Credit and the Depositor, and the . The Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement pursuant to the Second Tier Sale Agreement, dated as of March 1, 2014 (the "Exchange Note “Second Tier Sale Agreement") to be entered into by Ford Credit ”), between the Depositor and the Trust. Ford Credit, as servicer Credit (in this such capacity, the "“Servicer"), ”) will service the leases Leases and leased vehicles Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the "20__-_ Reference Pool"“Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) on behalf and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of March 1, 2014 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Trust under a servicing Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (theeach, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2014-A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1A-2[a] Notes, [the Class A-2[aA-2b Notes,] the Class A-3[a] Notes, [the Class A-3b Notes], the Class A-4[a] Notes, [the Class A-2bA-4b Notes,] the Class A-3[,] [and] B Notes, the Class A-4[, C Notes and the Class B][,]/[and] [Class C] [and Class D] D Notes (together, the "Offered Notes"[or the "“Publicly Registered Notes"]”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The Offered rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by sold pursuant to a note purchase agreement (the Depositor.] The “Class A-1 Note Purchase Agreement”). Each of the Notes will be issued under pursuant to an indenture (the "“Indenture"”) to be entered into by between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note “Purchase Agreement"”) to be entered into by Ford Credit and identified in the Depositor, Terms Annex and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by identified in the Terms Annex. Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "“Servicer"), ”) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the “Control Agreement”). [The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap transactions (each, an “Interest Rate Hedge”) to hedge its interest rate risk.] The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement [and the Interest Rate ▇▇▇▇▇▇] are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-2a Notes (togetherthe “Class A-2a Notes”), the "Offered Notes"[or Class A-2b Notes (the "“Class A-2b Notes"]” and, together with the Class A-2a Notes, the “Class A-2 Notes”), the Class A-3 Notes (the “Class A-3 Notes”), the Class A-4 Notes (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”) and the Class C Notes (the “Class C Notes” and, together with the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of October 1, 2013, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The Offered rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively together with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by offered pursuant to a preliminary offering memorandum (the Depositor.] The “Preliminary Offering Memorandum”) and a final offering memorandum (the “Final Offering Memorandum” and, together with the Preliminary Offering Memorandum, the “Class A-1 Notes Offering Memorandum”) and sold pursuant to a note purchase agreement (the “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under pursuant to an indenture (the "“Indenture"”) to be entered into by between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange 2013-B Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement pursuant to the First Tier Sale Agreement, dated as of October 1, 2013 (the "Exchange Note Purchase “First Tier Sale Agreement") to be entered into by ”), between Ford Credit and the Depositor, and the . The Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement pursuant to the Second Tier Sale Agreement, dated as of October 1, 2013 (the "Exchange Note “Second Tier Sale Agreement") to be entered into by Ford Credit ”), between the Depositor and the Trust. Ford Credit, as servicer Credit (in this such capacity, the "“Servicer"), ”) will service the leases Leases and leased vehicles Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the "20__-_ Reference Pool"“Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) on behalf and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of October 1, 2013 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Trust under a servicing Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (theeach, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2013-B)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "Offered Notes"[or Notes" or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2023-A, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note Receivables Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in the "Asset Representations Reviewer"). The Trust Agreement, the Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this capacityAgreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "ServicerSecurities Act") a registration statement on Form SF-3 (Registration No. 333-258040), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 24, 2021 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), will service at least three business days before the leases and leased vehicles allocated Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference PoolTime of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") on behalf and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the Trust purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a servicing agreement final prospectus relating to the Offered Notes (theas amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2023-A)
Introduction. Ford Credit Auto Lease Two LLCION Geophysical Corporation (“ION Geophysical”), I/O Marine Systems, Inc. (“IO Marine”), ION Exploration Products (U.S.A.), Inc. (“ION Exploration”), and GX Technology Corporation (“GX Technology”) (each a Delaware limited liability company “Debtor” and, collectively, the “Debtors”) submit this disclosure statement (this “Disclosure Statement”) in connection with the solicitation of votes for acceptance of the Joint Chapter 11 Plan of Reorganization of ION Geophysical Corporation and its Debtor Affiliates, dated April 12, 2022 attached hereto as Exhibit B (the "Depositor"“Plan”). The Plan constitutes a separate chapter 11 plan for each of the Debtors. The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) on April 12, wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company 2022 ("Ford Credit"the “Petition Date”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes . The Debtors’ have requested joint administration of their chapter 11 cases for procedural purposes only (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"“Chapter 11 Cases”). The Offered Notes will be registered purpose of the Disclosure Statement is to provide information of a kind, and in sufficient detail, to enable creditors of the Debtors that are entitled to vote on the Plan to make an informed decision on whether to vote to accept or reject the Plan. The Disclosure Statement contains, among other things, summaries of the Plan, certain statutory provisions, events contemplated in the Chapter 11 Cases, and certain documents related to the Plan. As described more fully below, under the terms of the Restructuring Support Agreement, which are embodied in the Plan, the Supporting Creditors have agreed to (a) provide the Debtors with the Securities and Exchange Commission a $2.5 million debtor-in-possession financing facility (the "Commission"“DIP Facility”) and will be sold continued access to cash collateral, (b) to the underwriters listed extent the prepetition claims under the Revolving Credit Facility (as defined below) are not paid in full in cash, convert their remaining claims into an exit facility, and (c) convert their claims under the Terms Annex through Second Lien Notes (as defined below) into 99.75% of the representatives equity of the reorganized company, subject to dilution on account of the management incentive plan, in each case as set forth in that certain Restructuring Support Agreement, dated as of April 12, 2022 (the "Representatives"“Restructuring Support Agreement”) signing this Agreement on behalf of themselves and the other underwriters chapter 11 plan of reorganization filed contemporaneously herewith (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"“Plan”). The Offered Notes Plan includes a sale “toggle” feature allowing for potential sales to third parties supported by the lenders. ION Geophysical and its subsidiaries (collectively, “ION”) have three primary business lines: seismic data assets (also known as the EPTS business segment), software, and devices. Accordingly, one or more of the business lines could be sold pursuant to the sale process with any remaining assets reorganized pursuant to the Plan. In the event all assets are sold pursuant to the sale process, the Debtors would not move forward with the plan of reorganization as it would no longer be necessary. This process will be issued allow the Debtors to market test the transaction contemplated by Ford the Restructuring Support Agreement and Plan and run a comprehensive marketing process to ensure the Debtors obtain the highest or otherwise best offer, or combination of offers, for the Debtors’ assets. As of the Petition Date, Supporting Creditors holding 100% of the claims under the Revolving Credit Auto Lease Trust 20__-__, a Delaware statutory trust Facility (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee"“RCF Claims”) and __________________, as Delaware trustee. [Simultaneously with the issuance and sale approximately 80.4% of the Offered Notes as contemplated in this Agreement, claims under the Trust will issue the [Class B Second Lien Notes (the "Class B Notes")] [and]/[,] [Class C “Second Lien Notes Claims”) have signed the Restructuring Support Agreement (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes]collectively, the "Notes"“Supporting Creditors”). To ensure that the Chapter 11 Cases are completed on an expedited timeline, the Restructuring Support Agreement contains certain milestones, including confirmation of the Plan within 87 days of the Petition Date. To that end, the Debtors have filed a motion to establish procedures that will allow the Debtors to run a proposed plan and marketing process in parallel. In addition, the Debtors have filed a motion to conditionally approve the disclosure statement and establish certain key dates and deadlines with respect to confirmation of the Plan. In accordance therewith, the Debtors have requested approval of the following dates and deadlines related to the proposed bidding procedures and Plan confirmation, subject to the availability of the Court. Voting Record Date April 22, 2022 Bid Procedures Hearing / Hearing for Conditional Approval of the Disclosure Statement April 26, 2022 Solicitation Deadline May 3, 2022 Deadline to Submit Bids June 2, 2022 Auction (if any) June 6, 2022 Deadline to Object to Sale Transactions June 8, 2022 Deadline to File Plan Supplement Seven (7) days prior to the Plan and Disclosure Statement Objection Deadline Sale Hearing June 16, 2022 Voting Deadline June 24, 2022 Deadline to Object to Plan and Disclosure Statement June 24, 2022 Combined Hearing July 1, 2022 The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes proposed transaction, whether consummated through the debt-for-equity transaction or a sale transaction, will initially be retained by resolve these chapter 11 cases, will cut off the Depositor.] The Notes will be issued under an indenture (expense of the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee")bankruptcy, and will be secured permit the Debtors to distribute value to their stakeholders in a timely manner. Accordingly, each of the Debtors believes that the Plan is in the best interests of the Debtors’ estates and represents the best available alternative at this time. The Debtors are confident that they can implement the restructuring transactions contemplated by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") Plan and CAB West LLC ("CAB West" and, together with CAB EastRestructuring Support Agreement. For these reasons, the "Titling Companies"), as borrowers under a credit and security agreement (Debtors strongly recommend that Holders of Claims entitled to vote to accept or reject the "Credit and Security Agreement") among Plan vote to accept the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (thePlan.
Appears in 1 contract
Sources: Restructuring Support Agreement (Ion Geophysical Corp)
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes propose to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A Notes and Class D] B Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Floorplan Master Owner Trust 20__-__A, a Delaware statutory trust (the "“Trust"”). The Trust will be is governed by [an]/[a second] an amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________Depositors and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "“Class C Notes")] [”) and the Class D Notes (the "“Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [Notes and the Class C Notes], the "“Series 2019-1 Notes"” or the “Notes”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] Depositors. The Notes will be issued under an indenture (the "“Base Indenture"”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-1 Notes will be perfected under a separate account control agreement (the “Series 2019-1 Account Control Agreement”) to be entered into by the Trust and __________________Trust, as indenture trustee (grantor, the "Indenture Trustee"), as secured party, and will be secured by (i) The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the 20__-___Exchange Note (review of the "Exchange Note") issued by CAB East LLC ("CAB East") Receivables for compliance with the representations and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers warranties made about them in certain circumstances under a credit and security an asset representations review agreement (the "Credit and Security “Asset Representations Review Agreement"”) among the Titling CompaniesTrust, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-1 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Credit Securities Act of 1933 (together with the rules and Security regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on December 4, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Exchange Note Supplement"“Time of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be entered amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into by the parties a new Contract of Sale, “Time of Sale” will refer to the Credit time of entry into the initial Contract of Sale and Security Agreement “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (ii) other property “Rule 424(b)”), within two business days after the date of the Trust. Ford Credit will sell the Exchange Note this Agreement, a final prospectus relating to the Depositor under an exchange note purchase agreement Offered Notes (as amended or supplemented and including all documents incorporated by reference in the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacityprospectus, the "Servicer"“Prospectus”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the.
Appears in 1 contract
Introduction. Ford Credit UPFC Auto Lease Two LLC, a Delaware limited liability company Receivables Corp. (the "Depositor"“Seller”) proposes to cause UPFC Auto Receivables Trust 2006-A (the “Trust”) to issue and sell $52,000,000 principal amount of its Class A-1 Notes (the “Class A-1 Notes”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company $94,000,000 principal amount of Class A-2 Notes ("Ford Credit"), proposes to sell the “Class A-2 Notes”) and $96,000,000 principal amount of its Class A-3 Notes (the “Class A-3 Notes,” and together with the Class A-1, A-1 Notes and the Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (togetherA-2 Notes, the "Offered Notes"[or “Notes”) to Deutsche Bank Securities Inc., as underwriter (the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"“Underwriter”). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease pursuant to an Indenture, to be dated as of June 1, 2006 (the “Indenture”), between the Trust 20__-__and Deutsche Bank Trust Company Americas, as indenture trustee (in such capacity, the “Indenture Trustee”) and trust collateral agent. The assets of the Trust will include, among other things, a Delaware statutory trust pool of motor vehicle retail installment sale contracts originated by third-party dealers and then acquired by United Auto Credit Corporation (“UACC”) and sold to the Trust on the Closing Date (the "“Receivables”) secured by new and used automobiles, light-duty trucks, sports utility vehicles and vans financed thereby (the “Vehicles”), certain monies received thereunder after the close of business on May 31, 2006 (the “Cutoff Date”), and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of June 1, 2006 (the “Sale and Servicing Agreement”) among the Trust", the Seller, UACC, as Servicer, Deutsche Bank Trust Company Americas and Centerone Financial Services LLC, (the “Designated Backup Subservicer”). Pursuant to the Sale and Servicing Agreement, the Seller will sell the Receivables to the Trust and UACC will service the Receivables on behalf of the Trust. The Seller formed the Trust pursuant to a trust agreement, and it will be governed by [an]/[a second] amended an Amended and restated trust agreement Restated Trust Agreement (the "“Trust Agreement"”) to be entered into by dated as of June 15, 2006 among the Depositor, __________________Seller and ▇▇▇▇▇ Fargo Delaware Trust Company, as owner trustee (the "“Owner Trustee") and __________________”). The owner trust certificate (the “Certificate”), as Delaware trusteerepresenting a fractional undivided interest in the Trust, will be issued to the Seller pursuant to the Trust Agreement. [Simultaneously with The Seller will acquire the issuance and sale Receivables from UACC pursuant to the terms of the Offered Sale Agreement (the “Sale Agreement”) dated as of June 1, 2006 between the Seller and UACC. UACC has acquired the Receivables from third-party dealers (the “Dealers”) pursuant to certain dealer retail agreements between each Dealer and UACC (collectively, the “Dealer Retail Agreements”). MBIA Insurance Corporation (the “Insurer”) has agreed to indemnify UACC and the Underwriter and UACC and the Underwriter have each agreed to indemnify the Insurer pursuant to an Indemnification Agreement, dated as of June 15, 2006 (the “Indemnification Agreement”). The Notes will be covered by a Note Guaranty Insurance Policy (the “Policy”) issued by the Insurer, pursuant to an Insurance Agreement, dated as contemplated of June 15, 2006 (the “Insurance Agreement”) among the Insurer, the Trust, UACC, the Seller, the Indenture Trustee, the Trust Collateral Agent and the Backup Servicer. The Trust will pledge to the Collateral Agent a lien and security interest in all of its right, title and interest in the Spread Account pursuant to the terms of the Spread Account Agreement, dated as of June 15, 2006, among the Trust, the Insurer and the Indenture Trustee, the Trust Collateral Agent and the Collateral Agent. Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined in Section 2(i) below). As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Spread Account Agreement, the Trust will issue Agreement, the [Class B Insurance Agreement, the Indemnification Agreement, the Policy and the Sale Agreement. At or prior to the time when sales to purchasers of the Notes were first made to investors by the Underwriter, which was approximately 11:15 a.m. on June 15, 2006 (the "Class B Notes"“Time of Sale”)] [and]/[,] [Class C Notes , the Seller had prepared the Preliminary Prospectus Supplement dated June 5, 2006 to the Prospectus dated June 5, 2006 (along with information referred to under the "Class C Notes"caption “Static Pool Data” therein regardless of whether it is deemed a part thereof under the Rules and Regulations (as defined in Section 2(ii) below)] [, together the “Preliminary Prospectus”). If, subsequent to the Time of Sale and Class D Notes (prior to the "Class D Notes"] andClosing Date, collectively with such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the Offered Notes[,]/[and] [statements therein, in light of the Class B Notes] [circumstances under which they were made, not misleading and the Class C Underwriter terminates its old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) and enters into new Contracts of Sale with investors in the Notes], then the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes “Preliminary Prospectus” will initially be retained refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus approved by the Depositor.] The Notes will be issued under an indenture Seller and the Underwriter that corrects such material misstatements or omissions (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East"a “Corrected Prospectus”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement “Time of Sale” will refer to the Credit time and Security Agreement (the "Exchange Note Supplement") to be date on which such new Contracts of Sale were entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theinto.
Appears in 1 contract
Sources: Underwriting Agreement (UPFC Auto Receivables Trust 2006-A)
Introduction. Ford Credit Auto Lease Two Advanta Equipment Receivables Series 2000-__ LLC ("Advanta LLC") proposes to issue the $___________ aggregate principal amount of Equipment Receivables Asset-Backed Notes, a Delaware limited liability company Series 2000-__, Class A-1 (the "DepositorClass A-1 Notes"), wholly owned by Ford Motor Credit Company LLC$___________ aggregate principal amount of Equipment Receivables Asset-Backed Notes, a Delaware limited liability company Series 2000-__ Class A-2 (the "Ford CreditClass A-2 Notes"), $___________ aggregate principal amount of Equipment Receivables Asset-Backed Notes, Series 2000-__ Class A-3 (the "Class A-3 Notes") and $____________ aggregate principal amount of Equipment Receivables Asset-Backed Notes and Series 2000-__ Class A-4 (the "Class A-4 Notes"). Advanta LLC proposes to sell issue $____________ aggregate principal amount of Equipment Receivables Asset-Backed Notes, Series 2000-__ Class B Notes (the "Class B Notes"). Advanta LLC proposes to issue $___________ aggregate principal amount of Equipment Receivables Asset-Backed Notes, Series 2000-__ Class C Notes (the "Class C Notes" and, together with the Class A-1A-1 Notes, the Class A-2[a]A-2 Notes, [the Class A-2b,] A-3 Notes, the Class A-3[,] [and] A-4 Notes and the Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (togetherB Notes, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Advanta LLC also proposes to issue $_____________ aggregate principal amount of Equipment Receivables Asset-Backed Notes, Series 2000-__ Class D Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of Class D Notes" and, together with the Offered Notes, the "UnderwritersNotes"). The Offered Notes will be are issued by Ford Credit Auto Lease Trust 20__-pursuant to an Indenture, dated as of _________ __, a Delaware statutory trust 2000 (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust AgreementIndenture") to be entered into by the Depositorbetween Advanta LLC, as issuer, and ____________________, as owner trustee Trustee (the "Owner Trustee"). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Indenture. Advanta Bank Corp. (the "Bank") and Advanta LLC hereby agree with __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes _ (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling CompaniesRepresentative"), as borrowers under a credit and security agreement representative of the underwriters attached on Schedule A hereto (the "Credit and Security AgreementUnderwriters") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (thefollows:
Appears in 1 contract
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes propose to sell the Class A-1A-1 Notes, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-2 Notes and Class D] B Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Floorplan Master Owner Trust 20__-__A, a Delaware statutory trust (the "“Trust"”). The Trust will be is governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________Depositors and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "“Class C Notes")] [”) and the Class D Notes (the "“Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [Notes and the Class C Notes], the "“Series 2017-2 Notes"” or the “Notes”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] Depositors. The Notes will be issued under an indenture (the "“Base Indenture"”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2017-2 Notes will be perfected under a separate account control agreement (the “Series 2017-2 Account Control Agreement”) to be entered into by the Trust and __________________Trust, as indenture trustee (grantor, the "Indenture Trustee"), as secured party, and will be secured by (i) The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the 20__-___Exchange Note (review of the "Exchange Note") issued by CAB East LLC ("CAB East") Receivables for compliance with the representations and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers warranties made about them in certain circumstances under a credit and security an asset representations review agreement (the "Credit and Security “Asset Representations Review Agreement"”) among the Titling CompaniesTrust, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2017-2 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Credit Securities Act of 1933 (together with the rules and Security regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 24, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Exchange Note Supplement"“Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be entered amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into by the parties a new Contract of Sale, “Time of Sale” will refer to the Credit time of entry into the initial Contract of Sale and Security Agreement “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (ii) other property “Rule 424(b)”), within two business days of the Trust. Ford Credit will sell the Exchange Note date of this Agreement, a final prospectus relating to the Depositor under an exchange note purchase agreement Offered Notes (as amended or supplemented and including all documents incorporated by reference in the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacityprospectus, the "Servicer"“Prospectus”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the.
Appears in 1 contract
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes and the Class B Notes (together, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. Simultaneously with the issuance and sale of the Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Publicly Registered Notes and the Class C Notes, the “Notes”) pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Class C Notes and the Class D Notes will initially be retained by the Depositors. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2014-1 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2014-1 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001, executed by Ford Motor Credit Credit, as sole member (the "Limited Liability Company LLC, a Delaware limited liability company ("Ford CreditAgreement"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission" and such Notes, as set forth in the Terms Annex, the "Publicly Registered Notes") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (as set forth in the Terms Annex, the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") ), and __________________, as Delaware trustee. [Simultaneously with the issuance will be secured by a pool of retail installment sale contracts for new and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes used cars and light trucks (the "Class B NotesReceivables")] [and]/[,] [Class C Notes () and certain other property of the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes")Trust. The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"). Ford Motor Credit Company, and will be secured by a Delaware corporation (i) the 20__-___Exchange Note (the "Exchange NoteFord Credit") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), ) will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary will enter into an account control agreement (the "Control Agreement"). The Receivables pay interest at a fixed rate. If any of the Notes are issued as floating rate notes, the Trust will enter into one or more interest rate swap or cap agreements (each, an "Interest Rate Swap") to hedge its interest rate risk. Ford Credit and the Representatives have entered into an indemnification agreement (the "Indemnification Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Interest Rate Swaps (if any) are collectively called the "Basic Documents." The Basic Documents, the Indemnification Agreement and this Agreement are collectively called the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations of the Commission under the Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Act a prospectus supplement relating to the Publicly Registered Notes (the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Base Prospectus", and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has posted certain static pool information (the "Static Pool Information") relating to prior securitized pools to the website listed in the Prospectus Supplement under "Transaction Parties-Static Pool Information." At or prior to the time that the Representatives first entered into 'contracts of sale' (within the meaning of Rule 159 under the Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Indemnification Agreement and Section 7 hereof, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Receivables Two LLC)
Introduction. Ford Credit Advanta Auto Lease Two LLCFinance Corporation 199 - , a Delaware limited liability company Nevada corporation ("Advanta"), has authorized the issuance and sale of % Automobile Receivables Backed Certificates, Series 199 - (the "DepositorCertificates"), wholly owned by Ford Motor Credit Company LLC, evidencing interests in a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust") consisting of a combination of retail installment sales contracts (the "Receivables") secured by new and used automobiles and light duty trucks (the "Vehicles") financed thereby, amounts due or received thereunder on or after , 199 , (the "Cut-Off Date"), and security interests in the Vehicles financed thereby. The Certificates will be issued under a Pooling and Servicing Agreement dated as of , 199 (the "Pooling Agreement") between , as seller, , as issuer, Advanta Auto Finance Corporation, in its individual capacity, as Back-up Servicer and , as trustee (the "Trustee"). The Trust Certificates will be governed by evidence fractional undivided interests in the Trust. [an]/[a second] amended and restated trust agreement The Trustee, on behalf of the holders of the Certificates (the "Certificateholders"), will have the benefit of a cash collateral account (the "Cash Collateral Account")]. The Certificates will be issued in an aggregate principal amount of $ , which is equal to the original pool balance of the Receivables, exclusive of accrued interest, as of the opening of business on the Cut-Off Date. The forms of the Pooling Agreement and the Cash Collateral Trust Agreement (as such term is hereinafter defined) have been timely filed as exhibits to the Registration Statement (as such term is hereinafter defined). Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling Agreement. The Trustee, , as cash collateral trustee (the "Cash Collateral Trustee"), , and a financial institution as cash collateral depositor (the "Cash Collateral Depositor"), will enter into a cash collateral trust agreement to be dated as of , 199 (the "Cash Collateral Trust Agreement") pursuant to which the Cash Collateral Account will be established for the benefit of the Trustee and the Cash Collateral Depositor, as secured parties. In addition, , the Cash Collateral Trustee, the lenders named therein and the Cash Collateral Depositor will enter into a loan agreement to be entered into by dated as of the Depositor, __________________, as owner trustee Closing Date (the "Owner TrusteeLoan Agreement"), pursuant to which the Cash Collateral Depositor and the Bank will deposit the Initial Cash Collateral Amount (as defined in the Cash Collateral Trust Agreement) and __________________, as Delaware trusteeinto the Cash Collateral Account. [Simultaneously Advanta hereby agrees with the issuance and sale of the Offered Notes as contemplated Underwriter named in this Agreement, the Trust will issue the [Class B Notes Schedule 1 hereto (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "IndentureUnderwriter") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (thefollows:
Appears in 1 contract
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes propose to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A Notes and Class D] B Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Floorplan Master Owner Trust 20__-__A, a Delaware statutory trust (the "“Trust"”). The Trust will be is governed by [an]/[a second] an amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________Depositors and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "“Class C Notes")] [”) and the Class D Notes (the "“Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [Notes and the Class C Notes], the "“Series 2019-4 Notes"” or the “Notes”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] Depositors. The Notes will be issued under an indenture (the "“Base Indenture"”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-4 Notes will be perfected under a separate account control agreement (the “Series 2019-4 Account Control Agreement”) to be entered into by the Trust and __________________Trust, as indenture trustee (grantor, the "Indenture Trustee"), as secured party, and will be secured by (i) The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the 20__-___Exchange Note (review of the "Exchange Note") issued by CAB East LLC ("CAB East") Receivables for compliance with the representations and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers warranties made about them in certain circumstances under a credit and security an asset representations review agreement (the "Credit and Security “Asset Representations Review Agreement"”) among the Titling CompaniesTrust, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2019-4 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Credit Securities Act of 1933 (together with the rules and Security regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-227766, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-227766-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on December 4, 2018 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Exchange Note Supplement"“Time of Sale”), the Depositors prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be entered amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into by the parties a new Contract of Sale, “Time of Sale” will refer to the Credit time of entry into the initial Contract of Sale and Security Agreement “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (ii) other property “Rule 424(b)”), within two business days after the date of the Trust. Ford Credit will sell the Exchange Note this Agreement, a final prospectus relating to the Depositor under an exchange note purchase agreement Offered Notes (as amended or supplemented and including all documents incorporated by reference in the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacityprospectus, the "Servicer"“Prospectus”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the.
Appears in 1 contract
Introduction. Ford Credit Auto Lease Two LLCGreat Basin Scientific, Inc., a Delaware limited liability company corporation (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"“Company”), proposes to issue and sell to the Class A-1purchasers, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [pursuant to the terms and Class D] Notes conditions of this Placement Agent Agreement (togetherthis “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"“Purchasers”), and will be secured by up to an aggregate of: (i) the 20__-___Exchange Note [●] Class A Units (the "Exchange Note"“Class A Units”) issued by CAB East LLC consisting of ("CAB East"A) [●] authorized but unissued shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement B) [●] Series E Warrants (the "Credit and Security Agreement"“Class A Series E Warrants”) among the Titling Companies, U.S. Bank National Association, as administrative agent to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the "Administrative Agent"“Class A Series E Warrant Shares”), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement ; and (ii) other property [●] Class B Units (the “Class B Units” and together with the Class A Units, the “Units”) consisting of (A) [●] Pre-funded Series F Warrants (the “Series F Warrants”) to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the “Series F Warrant Shares”) and (B) [●] Series E Warrants (the “Class B Series E Warrants” and together with the Class A Series E Warrants, the “Series E Warrants”) to purchase an aggregate of up to [●] authorized but unissued shares of Common Stock (the “Class B Series E Warrant Shares” and together with the Class A Series E Warrant Shares, the “Series E Warrant Shares”). Each Class A Unit will consist of one Share and one Class A Series E Warrant. Each Class B Unit will consist of one Series F Warrant and one Class B Series E Warrant. The Series E Warrants and the Series F Warrants are collectively referred to as the “Warrants.” The Units, the Shares, the Warrants and the Series F Warrant Shares and are collectively referred to as the “Securities.” The Units will not be separately issued or certificated and the Securities shall be immediately separable and transferable upon issuance. The Series E Warrant Shares are referred to as the “Delayed Exercise Warrant Shares.” The form of the Trust. Ford Credit will sell Series E Warrant is attached hereto as Exhibit B. The form of the Exchange Note to the Depositor under an exchange note purchase Series F Warrant is attached hereto as Exhibit C. The Company hereby confirms its agreement with ▇▇▇▇ Capital Partners, LLC (the "Exchange Note Purchase Agreement"“Placement Agent”) to be entered into by Ford Credit act as Placement Agent in accordance with the terms and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theconditions hereof.
Appears in 1 contract
Sources: Placement Agent Agreement (Great Basin Scientific, Inc.)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2, [Class A-2b,] Class A-3[,] [and] , Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or Notes” or the "“Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__2021-B, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________The Bank of New York Mellon, as owner trustee (the "“Owner Trustee"”) and __________________BNY Mellon Trust of Delaware, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________U.S. Bank National Association, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange 2021-B Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("“CAB East"”) and CAB West LLC ("“CAB West" ” and, together with CAB East, the "“Titling Companies"”), as borrowers under a credit and security agreement (the "“Credit and Security Agreement"”) among the Titling Companies, U.S. Bank National Association, as administrative agent (the "“Administrative Agent"”), HTD Leasing LLC, as collateral agent (the "“Collateral Agent"”) and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "“Exchange Note Supplement"”) to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "“Exchange Note Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "“Exchange Note Sale Agreement"”) to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "“Servicer"”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ “2021-B Reference Pool"”) on behalf of the Trust under a servicing agreement (thethe “Servicing Agreement”) among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the “Servicing Supplement”) to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the “Administrator”) for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust’s bank accounts will be perfected under (a) an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the “Titling Company Account Control Agreement”) to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2021-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-231819), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 14, 2019 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositor prepared the Preliminary Prospectus and the other information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2021-B)
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] Class A-3[,] [and] ▇-▇▇, ▇▇▇▇▇ ▇-▇, Class A-4[, Class B][,]/[and] [Class C] [B and Class D] C Notes (together, the "“Offered Notes"[or the "Notes"]” or “Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Owner Trust 20__-__2016-B, a Delaware statutory trust (the "“Trust"”). The Trust will be governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by the Depositor, __________________Depositor and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "“Indenture"”) to be entered into by the Trust and __________________The Bank of New York Mellon, as indenture trustee (the "“Indenture Trustee"”), and will be secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB East"“Receivables”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note Receivables to the Depositor under an exchange note a receivables purchase agreement (the "Exchange Note “Receivables Purchase Agreement"”) to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note a sale and servicing agreement (the "Exchange Note “Sale and Servicing Agreement"”) to be entered into by the Depositor, Ford Credit, as servicer, and the Trust. Ford Credit will service the Receivables on behalf of the Trust under the Sale and Servicing Agreement. Ford Credit will also act as administrator for the Trust under an administration agreement (the “Administration Agreement”) to be entered into by Ford Credit and the Trust. The security interest of the Indenture Trustee in the accounts will be perfected under an account control agreement (the “Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, Ford Credit, as servicer servicer, and ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (in this capacitythe “Asset Representations Reviewer”). The Trust Agreement, the "Servicer"Receivables Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement, the Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-205966), will service including a form of prospectus and all amendments that are required as of the leases date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on September 8, 2015 (as amended at the time of effectiveness and leased vehicles allocated including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Exchange Note Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "20__-_ Reference Pool"“Time of Sale”), the Depositor prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) on behalf listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the Trust circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a servicing agreement new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act (the“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2016-B)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company Hyundai ABS Funding Corporation (the "“Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), ”) proposes to sell the Class A-1, Class A-2[a], cause Hyundai Auto Receivables Trust 20[__]-[Class A-2b,__] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement"”) to be entered into by the Depositor, issue and sell $[_______] principal amount of its Class A-1 Notes (the “Class A-1 Notes”), $[___________, as owner trustee ] principal amount of its Class A-2 Notes (the "Owner Trustee") and “Class A-2 Notes”), $[_______] principal amount of its Class A-3 Notes (the “Class A-3 Notes”) $[_______] principal amount of its Class A-4 Notes (the “Class A-4 Notes”), $[____, as Delaware trustee. [Simultaneously with the issuance and sale __] principal amount of the Offered Notes as contemplated in this Agreement, the Trust will issue the [its Class B Notes (the "“Class B Notes")”) and $ [____] [and]/[,] [principal amount of its Class C Notes (the "“Class C Notes")] [” and Class D Notes (the "Class D Notes"] and, collectively together with the Offered Notes[,]/[and] [Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes] [and the Class C Notes], the "“Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture"”) to be entered into by the Trust and several underwriters set forth on Schedule I (each, an “Underwriter”), for whom [_______] is acting as representative (the “Representative”). The Notes will be issued pursuant to an Indenture, to be dated as of [_______] (the “Indenture”), between the Trust and [_______], as indenture trustee (in such capacity, the "“Indenture Trustee"”). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts acquired by Hyundai Capital America (“HCA”) and sold to the Trust on the Closing Date (the “Receivables”) secured by new and used automobiles, light-duty trucks and minivans and financed thereby (the “Vehicles”), and will be secured by (i) certain monies received thereunder after the 20__-___Exchange Note close of business on [_______] (the "Exchange Note") issued by CAB East LLC ("CAB East"“Cutoff Date”) and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as borrowers under a credit and security agreement of [______] (the "Credit “Sale and Security Servicing Agreement"”) among the Titling CompaniesTrust, U.S. Bank National AssociationHCA, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, the Depositor and a supplement the Indenture Trustee. Pursuant to the Credit Sale and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Servicing Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note Receivables to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), HCA will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust. In addition, pursuant to the Owner Trust Administration Agreement to be dated as of [_______] (the “Administration Agreement”) among the Trust, HCA and the Indenture Trustee, HCA will agree to perform certain administrative tasks on behalf of the Trust. The Depositor formed the Trust pursuant to a trust agreement, and it will be governed by an Amended and Restated Trust Agreement (the “Trust Agreement”) to be dated as of [_______] among the Depositor, HCA and [_______], as owner trustee (the “Owner Trustee”). The owner trust certificate (the “Certificate”), representing a fractional undivided interest in the Trust, will be issued to the Depositor pursuant to the Trust Agreement. The Depositor will acquire the Receivables from HCA pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of [_____], 20[__] between the Depositor and HCA. HCA has acquired the Receivables from franchised dealers (the “Dealers”) pursuant to certain dealer retail agreements between each Dealer and HCA (collectively, the “Dealer Retail Agreements”). Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined below). As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Receivables Purchase Agreement and the Administration Agreement. At or prior to the date when sales to purchasers of the Notes were first made to investors by the Underwriters, which was [_______] (the “Applicable Date”), the Seller had prepared the Prospectus Supplement dated [_______] (the “Preliminary Prospectus Supplement”) to the Base Prospectus dated [_______] (along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a servicing agreement part thereof under the Rules and Regulations, together the “Preliminary Prospectus”) [and the Free Writing Prospectus dated [_______] relating to the ratings on the Notes (thethe “Ratings Free Writing Prospectus” and together with the Preliminary Prospectus, the “Time of Sale Information”)]. If, subsequent to the Applicable Date and prior to the Closing Date, such Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) and enter into new Contracts of Sale with investors in the Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus [or Free Writing Prospectus] approved by the Depositor and the Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Applicable Date” will refer to the time and date on which such new Contracts of Sale were entered into.
Appears in 1 contract
Introduction. [Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or [a]/[the] “Depositor”)] [and] [Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or [a]/[the] “Depositor” [and, together with FCF Corp, the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes “Depositors”]) propose[s] to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes notes (together, the "Offered Notes"[or the "“Notes"]”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”) through the representative or representatives (in either case, the “Representatives”) of the underwriters signing this Agreement (the “Underwriters”). The Offered Notes will be registered issued by Ford Credit Floorplan Master Owner Trust , a Delaware statutory trust (the “Issuer” or the “Trust”) established under a trust agreement (the “Trust Agreement”) between the Depositor[s], a Delaware trustee (the “Delaware Trustee”) and an owner trustee (the “Owner Trustee”), and will be secured by a pool of dealer floorplan receivables (the “Receivables”) arising from time to time in connection with the purchase and financing by various retail motor vehicle dealers of their new and used automobile and truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. [The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest.] The Receivables arising from the purchase by dealers of Ford-manufactured or –distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company, a Delaware corporation (“Ford Credit”), pursuant to a sale and assignment agreement between Ford and Ford Credit dated as of , 20 (the “Sale and Assignment Agreement”). All Receivables have been or will be sold by Ford Credit to [each]/[the] Depositor pursuant to a receivables purchase agreement between Ford Credit and the [applicable] Depositor dated as of , 20 ([together,] the “Receivables Purchase Agreement[s]”), and in turn transferred by [each]/[the] Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the “Servicer”) pursuant to a transfer and servicing agreement dated as of , 20 among the [applicable] Depositor, the Servicer and the Issuer ([together,] the “Transfer and Servicing Agreement[s]”). The Notes will be issued in an aggregate principal amount of $ . The Notes will be issued pursuant to an indenture, dated as of , 20 (the “Base Indenture”), between the Issuer and [Indenture Trustee], as indenture trustee (the “Indenture Trustee”), as supplemented by the Series supplement to the Base Indenture, to be dated as of , 20 (the “Indenture Supplement”), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the “Indenture.” Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreement[s], the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an administration agreement dated as of , 20 (the “Administration Agreement”), among Ford Credit, as administrator (in such capacity, the “Administrator”), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreement[s], the Transfer and Servicing Agreement[s], the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the “Basic Documents.” This Underwriting Agreement, the indemnification agreement dated , 20 (the “Indemnification Agreement”), among Ford Credit and the Representatives and the Basic Documents are collectively called the “Transaction Documents”. Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The [Depositor has]/[Depositors have] prepared and filed with the Securities and Exchange Commission (the "“Commission"”) under the Securities Act of 1933, as amended (the “Act”) and the rules and regulations of the Commission under the Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The [Depositor also has]/[Depositors also have] filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Act a prospectus supplement relating to the Notes (the “Prospectus Supplement”). The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Base Prospectus”, and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be sold deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the underwriters time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Act, the “Contracts of Sale”) with investors in the Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor[s] had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Act (a “Free Writing Prospectus”)) listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositor[s] and the other underwriters (Representatives determine that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor[s] that investors of the Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the other underwriters Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of the Offered NotesIndemnification Agreement and Section 7 hereof, in the "Underwriters"). The Offered event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Depositor, __________________, as owner trustee (the "Owner Trustee") and __________________, as Delaware trustee. [Simultaneously with the issuance and sale such initial Contract of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the DepositorSale.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the
Appears in 1 contract
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "“Depositor"”), wholly owned formed under the Certificate of Formation of Ford Credit Auto Lease Two LLC (such certificate, the “Certificate of Formation”) and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2006 (the “Limited Liability Company Agreement”), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), as sole member, proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] A-2 Notes (togetherthe “Class A-2 Notes”), the "Offered Notes"[or Class A-3 Notes (the "“Class A-3 Notes"]”), the Class A-4 Notes (the “Class A-4 Notes”), the Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, together with the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, the “Publicly Registered Notes”) described in the Terms Annex (the “Terms Annex”) that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "“Agreement"”). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "“Underwriters"”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix 1 to the Exchange Note Supplement (the “Exchange Note Supplement”) to the Credit and Security Agreement (as defined below), dated as of March 1, 2013, among CAB East LLC (“CAB East”), as a Borrower, CAB West LLC (“CAB West”), as a Borrower, FCALM, LLC (“FCALM” and, together with CAB East and CAB West, the “Titling Companies”), as a Borrower, U.S. Bank National Association (“U.S. Bank”), as Administrative Agent, HTD Leasing LLC (“HTD”), as Collateral Agent, and Ford Motor Credit Company LLC (“Ford Credit”), as Lender and Servicer. Capitalized terms used but not otherwise defined in this Agreement or in Appendix 1 to the Exchange Note Supplement will have the meanings given them in Appendix A to the Amended and Restated Credit and Security Agreement (the “Credit and Security Agreement”), dated as of December 1, 2006, among the Titling Companies, as Borrowers, U.S. Bank, as Administrative Agent, HTD, as Collateral Agent and Ford Credit, as Lender and Servicer. The Offered rules of usage specified in Appendix 1 to the Exchange Note Supplement will apply to this Agreement. The Publicly Registered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "“Trust"). The Trust will be governed by [an]/[a second] amended ”) identified in the Terms Annex and restated established under a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "“Owner Trustee"”) and __________________, as Delaware trusteeidentified in the Terms Annex. [Simultaneously with the issuance and sale of the Offered Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B A-1 Notes (the "“Class B A-1 Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] ” and, collectively together with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "“Notes"”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] A-1 Notes will initially be retained by sold pursuant to a note purchase agreement (the Depositor.] The “Class A-1 Note Purchase Agreement”) to the initial purchasers named therein (each, a “Class A-1 Note Purchaser”). Each of the Notes will be issued under pursuant to an indenture (the "“Indenture"”) to be entered into by between the Trust and __________________, as an indenture trustee (the "“Indenture Trustee"), ”) identified in the Terms Annex and will be secured by (i) the 20__-___Exchange 2013-A Exchange Note (the "“Exchange Note"”) issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties Companies pursuant to the Credit and Security Agreement and the Exchange Note Supplement and (ii) certain other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement pursuant to the First Tier Sale Agreement, dated as of March 1, 2013 (the "Exchange Note Purchase “First Tier Sale Agreement") to be entered into by ”), between Ford Credit and the Depositor, and the . The Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement pursuant to the Second Tier Sale Agreement, dated as of March 1, 2013 (the "Exchange Note “Second Tier Sale Agreement") to be entered into by Ford Credit ”), between the Depositor and the Trust. Ford Credit, as servicer Credit (in this such capacity, the "“Servicer"), ”) will service the leases Leases and leased vehicles Leased Vehicles allocated to the Exchange Note pursuant to the Servicing Agreement, dated as of December 1, 2006 (the "20__-_ Reference Pool"“Servicing Agreement”), among Ford Credit, CAB East Holdings, LLC (“CAB East Holdings”), CAB West Holdings Corporation (“CAB West Holdings”) on behalf and FCALM Holdings Corporation (“FCALM Holdings” and, together with CAB East Holdings and CAB West Holdings, the “Holding Companies”) and HTD Leasing LLC, as collateral agent (in such capacity, the “Collateral Agent”) and the Servicing Supplement, dated as of March 1, 2013 (the “Servicing Supplement”), among Ford Credit, the Holding Companies and the Collateral Agent. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Trust under a servicing Indenture Trustee in certain accounts, each of (i) the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary and (ii) the Trust, CAB East, CAB West, FCALM and the financial institution acting as the securities intermediary, will enter into an account control agreement (theeach, a “Control Agreement”). The Trust Agreement, the Credit and Security Agreement, the Exchange Note Supplement, the First Tier Sale Agreement, the Second Tier Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Indenture, the Administration Agreement, the Intercreditor Agreement, dated as of November 1, 2004 (the “Intercreditor Agreement”), among Ford Credit, the Titling Companies, Ford Credit Titling Trust and each other Person becoming party to such agreement as a “Titling Company,” the Holding Companies, U.S. Bank National Association, JPMorgan Chase Bank, N.A. and certain other parties thereto and other Persons becoming party thereto pursuant to a Joinder Agreement, the Joinder Agreements and the Control Agreements are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (the “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the “Preliminary Prospectus”) or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the “Static Pool Information”) relating to prior securitized pools in Annex C to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the “Time of Sale”), the Depositor had prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into such initial Contract of Sale and “Time of Sale Information” with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2013-A)
Introduction. Ford Credit Auto Lease Two Terwin Advisors LLC, a Delaware limited liability company (the "“Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"”), proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes form one or more real estate mortgage investment conduits (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__each, a Delaware statutory trust (the "“Trust"”). The Trust , which will be governed by issue, from time to time, securities entitled [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________] [Mortgage Pass-Through Certificates] [Mortgage-Backed Notes] (the [“Certificates”] [“Notes”]) in one or more series (each, a “Series”). Each [Certificate] [Notes] will evidence a fractional, undivided percentage interest or beneficial interest in a Trust. The property of each Trust may consist primarily of pools (the “Mortgage Loan Pools”) of loans secured by mortgages on residential properties (the “Mortgage Loans”) and certain related property to be conveyed to the Trust by the Depositor (the “Trust Fund”). The Mortgage Loans may be sold to the Depositor pursuant to a Mortgage Loan Purchase Agreement or an Assignment and Assumption Agreement, dated as set forth in the applicable Terms Agreement (as hereinafter defined) (each, a “Sale and Purchase Agreement”), between the Depositor, as owner purchaser, and one or more sellers (the “Sellers”). The [Certificate] [Notes] will be issued pursuant to a[n] [Pooling and Servicing Agreement] [Indenture] to be dated as set forth in the applicable Terms Agreement (the [“Pooling and Servicing Agreement”] [“Indenture”] and, together with this Agreement and the related Sale and Purchase Agreement, the “Agreements”), among the Depositor, the Sellers, the servicers (the “Servicers”) named in such Terms Agreement and a trustee (the "Owner “Trustee"”) named in such Terms Agreement. The [Certificate] [Notes] are more fully described in the Registration Statement (as such term is defined in Section 2(a)), which the Depositor has furnished to you. Each Series of [Certificate] [Notes] and __________________any classes of [Certificate] [Notes] (each, a “Class”) within such Series may vary, among other things, as Delaware trusteeto number and types of Classes, aggregate principal balance or notional amount or aggregate stated principal balance, the pass-through rate with respect to each Class, the percentage interest, if any, evidenced by each Class in payments of principal and interest on, or with respect to, the Mortgage Loans included in the related Trust Fund, the stated principal balance and interest rate, if any, priority of payment among Classes, the method of credit enhancement with respect to the Mortgage Loans in the Trust Fund for such Series, the Classes of Certificates of such Series subject to this Agreement, and any other variable terms contemplated by the [Pooling and Servicing Agreement] [Indenture] and in the [Certificates] [Notes] of such Series. The Depositor will elect to treat the related Trust Fund as one or more “real estate mortgage investment conduits” (each, a “REMIC”) under the Internal Revenue Code of 1986 (the “Code”). Each offering of [Simultaneously with Certificates] [Notes] will be made through you, through you and other underwriters for whom you are acting as representative, or through an underwriting syndicate managed by you. Whenever the issuance Depositor determines to form a Trust and to make such an offering of [Certificates] [Notes], it will enter into an agreement (the “Terms Agreement”) providing for the sale of such [Certificates] [Notes] to, and the Offered Notes purchase and offering thereof by, (i) you, (ii) you and such other underwriters who execute the Terms Agreement and agree thereby to become obligated to purchase [Certificates] [Notes] from the Depositor, or (iii) you and such other underwriters, if any, selected by you as contemplated have authorized you to enter into such Terms Agreement on their behalf (in each case, the “Underwriters”). Such Terms Agreement shall specify the fractional undivided interest, principal or notional amount, or stated principal balance, of each Class of the [Certificates] [Notes] subject to this Agreement, the Trust will issue price at which such Certificates are to be purchased by the Underwriters from the Depositor, the aggregate amount of [Class B Notes (the "Class B Notes")Certificates] [and]/Notes] to be purchased by each Underwriter and any other Underwriter that is a party to such Terms Agreement and the initial public offering price or the method by which the price at which such [,Certificates] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes")are to be sold will be determined. The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially Terms Agreement, which shall be retained by substantially in the Depositor.] The Notes will be issued under an indenture (form of Exhibit A hereto, may take the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property form of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit of any standard form of written telecommunication between you and the Depositor. Each offering of [Certificates] [Notes] will be governed by this Agreement, as supplemented by the applicable Terms Agreement, and the Depositor will sell the Exchange Note this Agreement and such Terms Agreement shall inure to the Trust under an exchange note sale agreement (benefit of and be binding upon the "Exchange Note Sale related Underwriters. Except as otherwise required by the context, all references herein to a Terms Agreement") , Delivery Date, [Pooling and Servicing Agreement] [Indenture] and Underwriters shall refer to be entered into by Ford Credit the Terms Agreement, Delivery Date, [Pooling and the Trust. Ford CreditServicing Agreement] [Indenture] and Underwriter or Underwriters, as servicer (in this capacitythe case may be, the "Servicer"), will service the leases and leased vehicles allocated relating to the Exchange Note (the "20__-_ Reference Pool") on behalf related offering of the Trust under a servicing agreement (the[Certificates] [Notes].
Appears in 1 contract
Introduction. Ford Credit Auto Lease Receivables Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned formed under the Amended and Restated Certificate of Formation of Ford Credit Auto Receivables Two LLC (such certificate, the "Certificate of Formation") and operating pursuant to an Amended and Restated Limited Liability Company Agreement, dated as of March 1, 2001 (the "Limited Liability Company Agreement"), executed by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), as sole member, proposes to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] C Notes (together, the "Offered Notes"[or Class C Notes" or the "Publicly Registered Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement"). The Offered Publicly Registered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other such underwriters (the Representatives and the other underwriters of the Offered Publicly Registered Notes, the "Underwriters"). The Offered Notes term "Underwriters" as used in this Agreement will be deemed to mean the entity or several entities named in the Terms Annex. The term "Representatives" as used in this Agreement will be deemed to mean the entity or several entities countersigning this Agreement. If the Representatives are the same as the Underwriters, then each will be deemed to refer to such entity or entities. Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreement (defined below). The rules of usage specified in the Sale and Servicing Agreement will apply to this Agreement. The Publicly Registered Notes were issued on the Closing Date specified in the Terms Annex by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended ) identified in the Terms Annex and restated established under a trust agreement (the "Trust Agreement") to be entered into by between the Depositor, __________________, as Depositor and an owner trustee (the "Owner Trustee") and __________________, as Delaware trustee). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this AgreementPublicly Registered Notes, the Trust will issue issued the [Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes (and the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Publicly Registered Notes] [and the Class C Notes], the "Notes"). The [Class A-1 Notes were sold pursuant to a note purchase agreement. The Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and Class B Notes][,]/[and] [Notes (collectively, the "Initial Publicly Registered Notes") were sold pursuant to an underwriting agreement. The Class C Notes]/[ and] [Notes and the Class D] D Notes will were initially be retained by the Depositor.] The . Each of the Notes will be were issued under pursuant to an indenture (the "Indenture") to be entered into by between the Trust and __________________, as an indenture trustee (the "Indenture Trustee"), ) and will be are secured by (i) the 20__-___Exchange Note a pool of retail installment sale contracts for new and used cars, light trucks and utility vehicles (the "Exchange Note") issued by CAB East LLC ("CAB EastReceivables") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) certain other property of the Trust. Ford Credit will sell sold the Exchange Note Receivables to the Depositor under an exchange note pursuant to a purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell sold the Exchange Note Receivables to the Trust under an exchange note pursuant to a sale and servicing agreement (the "Exchange Note Sale and Servicing Agreement") to be entered into by ). Ford Credit and the Trust. Ford Credit, as servicer (in this such capacity, the "Servicer"), will service ) services the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") Receivables on behalf of the Trust under a servicing pursuant to the Sale and Servicing Agreement. Ford Credit also acts as administrator for the Trust pursuant to an administration agreement (thethe "Administration Agreement") among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary entered into an account control agreement (the "Control Agreement"). The Trust Agreement, the Purchase Agreement, the Sale and Servicing Agreement, the Indenture, the Administration Agreement and the Control Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor has prepared and filed with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the "Registration Statement." The Depositor also has filed with, or will file with, the Commission pursuant to Rule 424(b) ("Rule 424(b)") under the Securities Act a supplement relating to the Publicly Registered Notes (the "Supplement" and, together with the prospectus supplement relating to the Initial Publicly Registered Notes attached thereto, the "Prospectus Supplement"). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Base Prospectus," and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the "Prospectus." Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Publicly Registered Notes described in the Terms Annex (the "Preliminary Prospectus") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. The Depositor has included certain static pool information (the "Static Pool Information") relating to prior securitized pools in Annex A to the Preliminary Prospectus Supplement and the Prospectus Supplement. At or prior to the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in Publicly Registered Notes, which time will be specified in the Terms Annex (such time, the "Time of Sale"), the Depositor had prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, subsequent to the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at the time of entry (prior to the Settlement Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into such initial Contract of Sale and "Time of Sale Information" with respect to Publicly Registered Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Owner Trust 2010-B)
Introduction. Ford Credit Auto Lease Two LLC, a Delaware limited liability company (the "Depositor"), wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("Ford Credit"), proposes to sell the Class A-1, Class A-2[a]A-2a, [Class A-2b,] , Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A-4 and Class D] B Notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "Agreement"). The Offered Notes will be registered with the Securities and Exchange Commission (the "Commission") and will be sold to the underwriters listed in the Terms Annex through the representatives (the "Representatives") signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "Underwriters"). The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__2025-B, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] an amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________The Bank of New York Mellon, as owner trustee (the "Owner Trustee") and __________________BNY Mellon Trust of Delaware, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [) and Class D Notes (the "Class D Notes"] " and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [C Notes and the Class C Offered Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Notes and Class D] D Notes will initially be retained by the Depositor.] . The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange 2025-B Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ 2025-B Reference Pool") on behalf of the Trust under a servicing agreement (thethe "Servicing Agreement") among the Servicer, the Titling Companies and the Collateral Agent, and a supplement to the Servicing Agreement (the "Servicing Supplement") to be entered into by the Servicer, the Titling Companies and the Collateral Agent. Ford Credit will also act as administrator (the "Administrator") for the Trust under an administration agreement (the "Administration Agreement") to be entered into by Ford Credit and the Trust. The security interest granted to the Indenture Trustee in the Trust's bank accounts will be perfected under (a) an account control agreement (the "Account Control Agreement") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank and (b) an account control agreement (the "Titling Company Account Control Agreement") to be entered into by the Titling Companies, as grantors, the Indenture Trustee, as secured party, and U.S. Bank National Association, in its capacity as both a securities intermediary and a bank. The Trust will provide for the review of the leases allocated to the 2025-B Reference Pool for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the "Asset Representations Review Agreement") to be entered into by the Trust, Ford Credit, as servicer, and C▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"). The Trust Agreement, the Indenture, the Credit and Security Agreement, the Exchange Note Supplement, the Exchange Note Purchase Agreement, the Exchange Note Sale Agreement, the Servicing Agreement, the Servicing Supplement, the Administration Agreement, the Account Control Agreement, the Titling Company Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the "Basic Documents." The Basic Documents and this Agreement are collectively referred to as the "Transaction Documents." The Depositor prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the "Securities Act") a registration statement on Form SF-3 (Registration No. 333-265473), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on June 15, 2022 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the "Registration Statement"). The Depositor also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("Rule 424(h)"), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the "Preliminary Prospectus"). At or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under the Securities Act, the "Contracts of Sale") with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Time of Sale"), the Depositor prepared the Preliminary Prospectus and the other information (including any "free writing prospectus," as defined in Rule 405 under the Securities Act (a "Free Writing Prospectus")) listed in the Terms Annex under "Time of Sale Information" (collectively, the "Time of Sale Information"). If, after the initial Time of Sale, the Depositor and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositor that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "Time of Sale" will refer to the time of entry into the first new Contract of Sale and the "Time of Sale Information" will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the "Corrective Information") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, "Time of Sale" will refer to the time of entry into the initial Contract of Sale and "Time of Sale Information" for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositor will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("Rule 424(b)"), within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the "Prospectus").
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Auto Lease Trust 2025-B)
Introduction. Each of Ford Credit Auto Lease Two LLCFloorplan Corporation, a Delaware limited liability company corporation, (the "FCF Corp" or a "Depositor"), wholly owned by ) and Ford Motor Credit Company Floorplan LLC, a Delaware limited liability company ("Ford CreditFCF LLC" or a "Depositor" and, together with FCF Corp, the "Depositors"), proposes propose to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [and Class D] Notes notes (together, the "Offered Notes"[or the "Notes"]) described in the Terms Annex (the "Terms Annex") that is attached to as Annex A and incorporated into and made part of this agreement (this agreement, agreement including the Terms Annex, this "Agreement") through the representatives (the "Representatives") of the underwriters signing this Agreement (the "Underwriters"). The Offered Notes will be registered issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "Issuer" or the "Trust") established under a trust agreement (the "Trust Agreement") between the Depositors, The Bank of New York, as owner trustee (the "Owner Trustee"), and The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and light truck inventory and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The assets of the Issuer also include an Interest in Other Floorplan Assets comprised of a participation interest in a pool of Receivables existing outside of the Issuer. References herein to the Receivables include the Receivables held by the Issuer both directly and indirectly through any participation interest. The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles ("In-Transit Receivables") will be or have been sold by Ford Motor Company, a Delaware corporation ("Ford"), to Ford Motor Credit Company, a Delaware corporation ("Ford Credit"), pursuant to an amended and restated sale and assignment agreement between Ford and Ford Credit dated as of June 1, 2001 (the "Sale and Assignment Agreement"). All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements between Ford Credit and FCF Corp and between Ford Credit and FCF LLC, each as further described in the Terms Annex, and in turn transferred by each Depositor to the Issuer and serviced for the Issuer by Ford Credit (in such capacity, the "Servicer") pursuant to a transfer and servicing agreement, each as further described in the Terms Annex. The Notes will be issued in an aggregate principal amount of $1,500,000,000. The Notes will be issued pursuant to an indenture, dated as of August 1, 2001 (the "Base Indenture"), between the Issuer and JPMorgan Chase Bank, N.A., as indenture trustee (the "Indenture Trustee"), as supplemented by the Series 2006-3 supplement to the Base Indenture, to be dated as of June 1, 2006 (the "Indenture Supplement"), between the Issuer and the Indenture Trustee. The Base Indenture and the Indenture Supplement are collectively referred to as the "Indenture." Payments in respect of the Class B Notes, to the extent specified in the Indenture, are subordinated to the rights of the holders of the Class A Notes. Ford Credit has agreed to provide notices and perform on behalf of the Issuer certain other administrative obligations required of the Issuer by the Transfer and Servicing Agreements, the Base Indenture and each indenture supplement for each series of Notes issued by the Issuer pursuant to an amended and restated administration agreement dated as of December 19, 2002 (the "Administration Agreement"), among Ford Credit, as administrator (in such capacity, the "Administrator"), the Indenture Trustee and the Issuer. The Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Indenture, the Trust Agreement and the Administration Agreement are referred to herein, collectively, as the "Basic Documents." This Underwriting Agreement, the indemnification agreement dated June 21, 2006 (the "Indemnification Agreement"), among Ford Credit and the Representatives and the Basic Documents are collectively called the "Transaction Documents". Capitalized terms used herein and not otherwise defined have the meanings given them in the Transaction Documents. The Depositors have prepared and filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") and will be sold to the underwriters listed rules and regulations of the Commission under the Securities Act (the "Rules and Regulations"), a registration statement on Form S-3 (having the registration number stated in the Terms Annex through Annex), including a form of prospectus and all amendments that are required as of the representatives (the "Representatives") signing date of this Agreement on behalf of themselves relating to the Notes and the other underwriters (offering of notes from time to time in accordance with Rule 415 under the Representatives and the other underwriters of the Offered Notes, the "Underwriters")Securities Act. The Offered Notes will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") to be entered into by the Depositor, __________________registration statement, as owner trustee (the "Owner Trustee") and __________________amended, as Delaware trustee. [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained has been declared effective by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-3)
Introduction. Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes propose to sell the Class A-1, Class A-2[a], [Class A-2b,] Class A-3[,] [and] Class A-4[, Class B][,]/[and] [Class C] [A Notes and Class D] B Notes (together, the "“Offered Notes"[or the "Notes"]”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "“Agreement"”). The Offered Notes will be registered with the Securities and Exchange Commission (the "“Commission"”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the "“Representatives"”) signing this Agreement on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "“Underwriters"”). The Offered Notes will be issued by Ford Credit Auto Lease Floorplan Master Owner Trust 20__-__A, a Delaware statutory trust (the "“Trust"”). The Trust will be is governed by [an]/[a second] amended and restated a trust agreement (the "“Trust Agreement"”) to be entered into by between the Depositor, __________________Depositors and U.S. Bank Trust National Association, as owner trustee (the "“Owner Trustee") and __________________, as Delaware trustee”). [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "“Class C Notes")] [”) and the Class D Notes (the "“Class D Notes"] ” and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [Notes and the Class C Notes], the "“Series 2018-2 Notes"” or the “Notes”). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Notes and the Class D] D Notes will initially be retained by the Depositor.] Depositors. The Notes will be issued under an indenture (the "“Base Indenture"”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) each between the Trust and The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust. The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and ▇▇▇▇▇ Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust. The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2018-2 Notes will be perfected under a separate account control agreement (the “Series 2018-2 Account Control Agreement”) to be entered into by the Trust and __________________Trust, as indenture trustee (grantor, the "Indenture Trustee"), as secured party, and will be secured by (i) The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The Trust provides for the 20__-___Exchange Note (review of the "Exchange Note") issued by CAB East LLC ("CAB East") Receivables for compliance with the representations and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers warranties made about them in certain circumstances under a credit and security an asset representations review agreement (the "Credit and Security “Asset Representations Review Agreement"”) among the Titling CompaniesTrust, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement ▇▇▇▇▇▇▇ Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”). The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2018-2 Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors prepared and filed with the Commission according to the Credit Securities Act of 1933 (together with the rules and Security regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration Nos. 333-206773, ▇▇▇-▇▇▇▇▇▇-▇▇ and 333-206773-02), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on November 24, 2015 (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”). The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, the “Preliminary Prospectus”). At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the "Exchange Note Supplement"“Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”). If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be entered amended to include the Corrective Information in the Time of Sale Information. However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into by the parties a new Contract of Sale, “Time of Sale” will refer to the Credit time of entry into the initial Contract of Sale and Security Agreement “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale. The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (ii) other property “Rule 424(b)”), within two business days of the Trust. Ford Credit will sell the Exchange Note date of this Agreement, a final prospectus relating to the Depositor under an exchange note purchase agreement Offered Notes (as amended or supplemented and including all documents incorporated by reference in the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacityprospectus, the "Servicer"“Prospectus”), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (the.
Appears in 1 contract
Introduction. Each of Ford Credit Auto Lease Two Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the "Depositor"“Depositors”), wholly owned propose to sell the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes (together, the “Publicly Registered Notes” or the “Notes”) described in the Terms Annex (the “Terms Annex”) that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this “Agreement”). The Publicly Registered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Publicly Registered Notes, the “Underwriters”). Other capitalized terms used and not defined in this Agreement will have the meanings given them in Appendix A to the Sale and Servicing Agreements (defined below). The rules of usage specified in the Sale and Servicing Agreements will apply to this Agreement. The Publicly Registered Notes will be issued by a Delaware statutory trust (the “Trust”) identified in the Terms Annex and established under a trust agreement (the “Trust Agreement”) among the Depositors and an owner trustee (the “Owner Trustee”) identified in the Terms Annex. The Publicly Registered Notes will be issued pursuant to an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and an indenture trustee (the “Indenture Trustee”) identified in the Terms Annex and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car, truck and utility vehicle inventory (the “Receivables”) and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex. The Receivables arising from the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) will be or have been sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Motor Credit Company LLC, a Delaware limited liability company ("“Ford Credit"”), proposes pursuant to sell a sale and assignment agreement (the Class A-1“Sale and Assignment Agreement”) between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors pursuant to separate receivables purchase agreements (each, Class A-2[a]a “Receivables Purchase Agreement”) between Ford Credit and FCF Corp and FCF LLC, [Class A-2b,] Class A-3[,] [and] Class A-4[as applicable, Class B][,]/[and] [Class C] [each as further described in the Terms Annex, and Class D] in turn transferred by the related Depositor to the Trust and serviced for the Trust by Ford Credit (in such capacity, the “Servicer”) pursuant to separate sale and servicing agreements (each, a “Sale and Servicing Agreement”), each as further described in the Terms Annex. A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the “Back-up Servicing Agreement”), as described in the Terms Annex. Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the “Administration Agreement”) among Ford Credit, the Trust and the Indenture Trustee. In order to perfect the security interest of the Indenture Trustee in certain accounts, the Trust, the Indenture Trustee and the financial institution acting as the securities intermediary have entered into an account control agreement (the “Control Agreement”) and have or will enter into a series specific account control agreement (the “Series 2013-3 Control Agreement”). The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement and the Series 2013-3 Control Agreement are collectively referred to as the “Basic Documents.” The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.” The Depositors have prepared and filed with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission under the Securities Act (the “Rules and Regulations”), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Publicly Registered Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act. The registration statement, as amended, has been declared effective by the Commission. Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the “Registration Statement.” The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (“Rule 424(b)”) under the Securities Act a prospectus supplement relating to the Publicly Registered Notes (togetherthe “Prospectus Supplement”). The prospectus relating to the Publicly Registered Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Base Prospectus,” and the Base Prospectus as supplemented by the Prospectus Supplement required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the “Prospectus.” Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the "Offered Notes"[or offering of the "Notes"]) Publicly Registered Notes described in the Terms Annex attached (the “Preliminary Prospectus”) or the Prospectus will be deemed to this agreement refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be. At or prior to the time that the Representatives first entered into “contracts of sale” (this agreementwithin the meaning of Rule 159 under the Securities Act, including the “Contracts of Sale”) with investors in the Publicly Registered Notes, which time will be specified in the Terms AnnexAnnex (such time, this "Agreement"the “Time of Sale”). The Offered Notes will be registered with , the Depositors have prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined pursuant to Rule 405 under the Securities and Exchange Commission Act (the "Commission"a “Free Writing Prospectus”)) and will be sold to the underwriters listed in the Terms Annex through under “Time of Sale Information” (collectively, the representatives (“Time of Sale Information”). If, subsequent to the "Representatives") signing this Agreement on behalf initial Time of themselves Sale, the Depositors and the other underwriters (Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Publicly Registered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the other underwriters “Time of Sale Information” will refer to the Offered Notesinformation available to purchasers at the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the "Underwriters"). The Offered Notes “Corrective Information”) and the Terms Annex will be issued by Ford Credit Auto Lease Trust 20__-__, a Delaware statutory trust (the "Trust"). The Trust will be governed by [an]/[a second] amended and restated trust agreement (the "Trust Agreement") deemed to be entered amended to include such Corrective Information in the Time of Sale Information. Notwithstanding the foregoing, for the purposes of Section 7, in the event that an investor elects not to terminate its initial Contract of Sale and enter into by a new Contract of Sale, “Time of Sale” will refer to the Depositor, __________________, as owner trustee (the "Owner Trustee") time of entry into such initial Contract of Sale and __________________, as Delaware trustee. [Simultaneously “Time of Sale Information” with the issuance and sale of the Offered respect to Publicly Registered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the "Class B Notes")] [and]/[,] [Class C Notes (the "Class C Notes")] [and Class D Notes (the "Class D Notes"] and, collectively with the Offered Notes[,]/[and] [the Class B Notes] [and the Class C Notes], the "Notes"). The [Class B Notes][,]/[and] [Class C Notes]/[ and] [Class D] Notes will initially be retained by the Depositor.] The Notes will be issued under an indenture (the "Indenture") to be entered purchased by such investor will refer to information available to such purchaser at the time of entry into by the Trust and __________________, as indenture trustee (the "Indenture Trustee"), and will be secured by (i) the 20__-___Exchange Note (the "Exchange Note") issued by CAB East LLC ("CAB East") and CAB West LLC ("CAB West" and, together with CAB East, the "Titling Companies"), as borrowers under a credit and security agreement (the "Credit and Security Agreement") among the Titling Companies, U.S. Bank National Association, as administrative agent (the "Administrative Agent"), HTD Leasing LLC, as collateral agent (the "Collateral Agent") and Ford Credit, as lender and as servicer, and a supplement to the Credit and Security Agreement (the "Exchange Note Supplement") to be entered into by the parties to the Credit and Security Agreement and (ii) other property such initial Contract of the Trust. Ford Credit will sell the Exchange Note to the Depositor under an exchange note purchase agreement (the "Exchange Note Purchase Agreement") to be entered into by Ford Credit and the Depositor, and the Depositor will sell the Exchange Note to the Trust under an exchange note sale agreement (the "Exchange Note Sale Agreement") to be entered into by Ford Credit and the Trust. Ford Credit, as servicer (in this capacity, the "Servicer"), will service the leases and leased vehicles allocated to the Exchange Note (the "20__-_ Reference Pool") on behalf of the Trust under a servicing agreement (theSale.
Appears in 1 contract
Sources: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust A)