Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 0-000-000-0000. (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 6 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered~~ Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the ~~Publicly Registered~~ Notes and status of subscriptions or allocations for the ~~Publicly Registered~~ Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectuses.” (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at ~~0-000-000-0000~~1-__-__-____ . (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the ~~Publicly Registered~~ Notes, convey the Time of Sale Information to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the ~~Publicly Registered~~ Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 3 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless ~~such~~ the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an the Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless ~~such~~ the pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance ~~upon~~ on Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by ~~such~~ the Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date ~~such~~ the Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of the Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent ~~such~~ the misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or ~~such~~ the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or ~~such~~ the Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d)(1)(ii) under the Securities Act); provided that ~~such~~ the Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each ~~Underwriter~~ Underwriter, severally and not jointly, agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and ~~upon~~ on request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the ~~prospectus supplement and~~ prospectus if you request it by calling toll-free at 0-000-000-0000. (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that ~~such~~ the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) ~~with respect to~~ for the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any ~~such~~ Contract of Sale ~~with respect to such~~ for an investor. (k) Each ~~Underwriter~~ Underwriter, severally and not jointly, covenants with the Depositors and the Trust that after the final Prospectus is made available to ~~such~~ the Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or ~~such~~ any longer period as required by law) following the Closing Date to a prospective purchaser of the Publicly Registered Notes unless ~~such~~ the information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator. (m) Each Underwriter, severally and not jointly, represents and agrees with Ford Credit and the Depositors that it will only make sales of Publicly Registered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the United States Securities and Exchange Commission or through an affiliated broker-dealer registered with the United States Securities and Exchange Commission.

Appears in 3 contracts

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectuses.” (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 0-000-000-0000. (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 3 contracts

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2011-2), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-2), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2012-1)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 01-~~000~~877-~~000~~858-~~0000~~5407. (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 2 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 2 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ depositor has filed with the SEC for more complete information about the ~~depositors~~depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 2 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered~~ Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (~~“Trust~~ "Issuer Information”") or (y) expected pricing parameters for the ~~Publicly Registered~~ Notes and status of subscriptions or allocations for the ~~Publicly Registered~~ Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the ~~Representatives~~ Underwriters agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it is has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the ~~Preliminary Prospectus and any Trust Free Writing Prospectus~~Time of Sale Information, will not, as of the date such ~~Underwriter~~ Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate ~~Trust~~ Issuer Information supplied by ~~the Depositors~~ either Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information ~~subsequently supplied by the Depositors or Ford Credit~~ provided to the Representatives or ~~such Underwriter prior to~~ Underwriters by the ~~Time of Sale~~Depositors in accordance with Section 5(c). (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); , provided ~~that~~ such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which ~~the Depositors~~ either Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither ~~Depositor~~ the Depositors nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) ~~The Depositors~~ Each Depositor and each Underwriter ~~agree~~ agrees that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling toll-free ~~at 0~~1-~~000~~8[xx-~~000~~xxx-~~0000.~~xxxx] (i) Each Depositor and each Underwriter agree to ~~retain~~ retain, for a period of three years, all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any ~~Contract~~ contract of ~~Sale~~ sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the ~~Publicly Registered~~ Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by ~~the Depositors~~either Depositor), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such ~~Underwriter,~~ Underwriter it will not distribute any written information in connection with the offering of ~~the Publicly Registered~~ Notes to a prospective purchaser thereof during the ninety-day period (or such longer period as required by law) following the Closing Date ~~to a prospective purchaser of Notes~~ unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 2 contracts

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-3), Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2006-4)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ~~Securities~~ Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the ~~Securities~~ Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the ~~Securities~~ Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the ~~Securities~~ Act in reliance upon Rules 167 and 426 under the ~~Securities~~ Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the ~~Securities~~ Act); , provided ~~that~~ such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the ~~Securities~~ Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the ~~Securities~~ Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the ~~Securities~~ Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 2 contracts

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2008-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2009-A)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless ~~such~~ the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an the Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless ~~such~~ the pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by ~~such~~ the Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date ~~such~~ the Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent ~~such~~ the misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ the Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d)(1)(ii) under the Securities Act); provided that ~~such~~ the Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ depositor has filed with the SEC for more complete information about the ~~depositors~~depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 01-~~000~~800-~~000~~294-~~0000~~1322. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that ~~such~~ the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any ~~such~~ Contract of Sale with respect to ~~such~~ an investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to ~~such~~ the Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or ~~such~~ the longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless ~~such~~ the information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator. (m) Each Underwriter represents and agrees with Ford Credit and the Depositor that it will only make sales of Publicly Registered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the United States Securities and Exchange Commission or through an affiliated broker-dealer registered with the United States Securities and Exchange Commission.

Appears in 2 contracts

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2015-A), Underwriting Agreement (Ford Credit Auto Owner Trust 2014-C)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless ~~such~~ the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an the Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless ~~such~~ the pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance ~~upon~~ on Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by ~~such~~ the Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date ~~such~~ the Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of the Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent ~~such~~ the misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or ~~such~~ the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or ~~such~~ the Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d)(1)(ii) under the Securities Act); provided that ~~such~~ the Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each ~~Underwriter~~ Underwriter, severally and not jointly, agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and ~~upon~~ on request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the ~~prospectus supplement and~~ prospectus if you request it by calling toll-free at 0-000-000-0000. (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that ~~such~~ the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) ~~with respect to~~ for the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any ~~such~~ Contract of Sale ~~with respect to such~~ for an investor. (k) Each ~~Underwriter~~ Underwriter, severally and not jointly, covenants with the Depositors and the Trust that after the final Prospectus is made available to ~~such~~ the Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or ~~such~~ any longer period as required by law) following the Closing Date to a prospective purchaser of the Publicly Registered Notes unless ~~such~~ the information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator. (m) Each Underwriter, severally and not jointly, represents and agrees with Ford Credit and the Depositors that it has not employed any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Publicly Registered Notes or obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) relating to the Publicly Registered Notes. (n) Each Underwriter, severally and not jointly, represents and agrees with Ford Credit and the Depositors that it will only make sales of Publicly Registered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the United States Securities and Exchange Commission or through an affiliated broker-dealer registered with the United States Securities and Exchange Commission.

Appears in 2 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ depositor has filed with the SEC for more complete information about the ~~depositors~~depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 01-~~000~~800-~~000~~294-~~0000~~1322. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 2 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ depositor has filed with the SEC for more complete information about the ~~depositors~~depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 2 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at 0-~~(000-) 000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the ~~Closing~~ Settlement Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the ~~Closing~~ Settlement Date, to any Rating Agency or other “"nationally recognized statistical rating organization” " (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “"nationally recognized statistical rating organization” " (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 2 contracts

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless ~~such~~ the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an the Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless ~~such~~ the pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by ~~such~~ the Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date ~~such~~ the Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent ~~such~~ the misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ the Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ the Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d)(1)(ii) under the Securities Act); provided that ~~such~~ the Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ depositor has filed with the SEC for more complete information about the ~~depositors~~depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that ~~such~~ the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any ~~such~~ Contract of Sale with respect to ~~such~~ an investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to ~~such~~ the Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or ~~such~~ the longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless ~~such~~ the information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator. (m) Each Underwriter represents and agrees with Ford Credit and the Depositor that it will only make sales of Publicly Registered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the United States Securities and Exchange Commission or through an affiliated broker-dealer registered with the United States Securities and Exchange Commission.

Appears in 2 contracts

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2015-B), Underwriting Agreement (Ford Credit Auto Owner Trust 2014-B)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at 0~~1-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless ~~such~~ the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless ~~such~~ the pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance ~~upon~~ on Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by ~~such~~ that Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date ~~such~~ the Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent ~~such~~ those misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ that Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ that Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d)(1)(ii) under the Securities Act); ~~provided~~ provided, that ~~such~~ the Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each ~~Underwriter~~ Underwriter, severally and not jointly, agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and ~~upon~~ on request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-~~toll free at 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that ~~such~~ the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) ~~with respect to~~ of the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with ~~respect to such~~ that investor. (k) Each ~~Underwriter~~ Underwriter, severally and not jointly, covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to ~~such~~ that Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or ~~such~~ any longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless ~~such~~ the information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2015-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2015-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator. (m) Each Underwriter, severally and not jointly, represents and agrees that it has not employed any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Publicly Registered Notes or obtained a “third-party due diligence report” (as defined in Rule 15Ga-2) relating to the Publicly Registered Notes. (n) Each Underwriter, severally and not jointly, represents and agrees with Ford Credit and the Depositor that it will only make sales of Publicly Registered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the United States Securities and Exchange Commission or through an affiliated broker-dealer registered with the United States Securities and Exchange Commission.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll~~1-~~free at 0~~800-~~000~~294-~~000-0000~~1322. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2012-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2012-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless ~~such~~ the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless ~~such~~ the pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance ~~upon~~ on Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by ~~such~~ that Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date ~~such~~ the Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent ~~such~~ those misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ that Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ that Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d)(1)(ii) under the Securities Act); ~~provided~~ provided, that ~~such~~ the Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each ~~Underwriter~~ Underwriter, severally and not jointly, agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and ~~upon~~ on request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that ~~such~~ the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) ~~with respect to~~ of the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with ~~respect to such~~ that investor. (k) Each ~~Underwriter~~ Underwriter, severally and not jointly, covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to ~~such~~ that Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or ~~such~~ any longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless ~~such~~ the information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~20__-_ Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~20__-_ Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator. (m) Each Underwriter, severally and not jointly, represents and agrees with Ford Credit and the Depositor that it will only make sales of Publicly Registered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the United States Securities and Exchange Commission or through an affiliated broker-dealer registered with the United States Securities and Exchange Commission.

Appears in 1 contract

Samples: Underwriting Agreement (CAB West LLC)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered~~ Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the ~~Publicly Registered~~ Notes and status of subscriptions or allocations for the ~~Publicly Registered~~ Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read ~~the prospectus supplement and~~ the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the ~~issuing entity~~ issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, ~~the depositors, any underwriter or any dealer participating in the offering will arrange to send~~ you may request that a copy of the prospectus ~~supplement and prospectus if~~ be sent to you ~~request it~~ by calling ~~toll-free at 0~~1-000-000-0000. (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the ~~Publicly Registered~~ Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the ~~Publicly Registered~~ Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2009-2)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectuses.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll~~1-~~free at 0~~877-~~000~~858-~~000-0000~~5407. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2011-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2011-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2011-B)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered~~ Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the ~~Publicly Registered~~ Notes and status of subscriptions or allocations for the ~~Publicly Registered~~ Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at ~~0-000-000-0000~~1- - - . (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the ~~Publicly Registered~~ Notes, convey the Time of Sale Information to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the ~~Publicly Registered~~ Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) In connection with the offering of the Securities, the Underwriter may prepare and provide to prospective investors Free Writing Prospectuses, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Free Writing Prospectuses, or portions thereof, in either Microsoft Word(R) or Microsoft Excel(R) format and not in a PDF, except to the extent that the Company, in its sole discretion, waives such requirements, subject to the following conditions (to which such conditions the Underwriter agrees): (b) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ~~Securities~~ 1933 Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered Notes~~ Securities, unless such written communication (i) is made in reliance on Rule 134 under the ~~Securities~~ 1933 Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the ~~Securities~~ 1933 Act or (iii) constitutes a Free Writing ~~Prospectus~~Prospectus or Time of Sale Information. Without the Company's prior written consent, the Underwriter shall not convey or deliver in connection with the initial offering of the Securities any "ABS informational and computational material," as defined in Item 1101(a) of Regulation AB ("ABS Informational and Computational Material") in reliance upon Rules 167 and 426 under the 1933 Act. (bc) Each Underwriter ~~represents and agrees with~~ will deliver to the ~~Depositors and Ford Credit that (i) it has not and will not prepare~~ Company, no later than two Business Days prior to the date of first use thereof or ~~use any Free Writing Prospectus (~~such later date as may be agreed by the Company, any Free Writing Prospectus prepared by or on behalf of the Underwriter, including any Free Writing Prospectus that contains any "issuer information", as defined in Rule 433(h) under the 1933 Act ("Trust Information") (any Free Writing Prospectus prepared by an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f")) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and ~~agrees with~~ warrants to the ~~Depositors and Ford Credit~~ Company that each Underwriter Free Writing Prospectus ~~prepared or used by such Underwriter, if any,~~ when read in conjunction with the ~~Preliminary Prospectus and any Trust Free Writing Prospectus, will~~ Time of Sale Information did not, as of the date such ~~Underwriter~~ Free Writing Prospectus was conveyed or delivered to any prospective purchaser of ~~Notes~~Securities, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors or Ford Credit~~ Company to the ~~Representatives~~ Underwriters or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors or Ford Credit~~ Company to the ~~Representatives~~ Underwriters or such Underwriter within a reasonable period of time prior to the Time of Sale. (e) The ~~Depositors agree~~ Company agrees to file with the Commission when required under the ~~Rules and~~ 1933 Act Regulations the following: (i) ~~the Preliminary~~ Any Trust Free Writing Prospectus; (ii) ~~each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any~~ Any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of at the time required to be ~~filed pursuant to Rule 433(d) under the Securities Act~~filed; and (iviii) ~~any~~ Any Free Writing Prospectus for which the ~~Depositors~~ Company or any person acting on ~~their~~ its behalf provided, authorized ~~and~~ or approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section ~~8(e) and Section 8(f~~7(e), ~~neither Depositor nor any Underwriter~~ the Company will not be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (hg) The ~~Depositors~~ Company and the Underwriters each ~~Underwriter~~ agree that any Free Writing Prospectuses prepared by it will contain ~~substantially~~ the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling toll-free ~~at 0~~1-~~000~~8[xx-~~000~~xxx-~~0000~~xxxx]. (ih) ~~Each Depositor~~ The Company and the Underwriters each ~~Underwriter~~ agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the ~~Securities~~ 1933 Act. (i) If any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of a Security contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a "Defective Free Writing Prospectus"), the Underwriter will notify the Company thereof within one Business Day after discovery. (j) Provided that the Defective Free Writing Prospectus was a Trust Free Writing Prospectus or contained Trust Information, the Underwriter will, if requested by the Company: (i) Prepare a Free Writing Prospectus which corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a "Corrected Free Writing Prospectus"); (ii) Deliver the Corrected Free Writing Prospectus to each purchaser of a Security which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Securities; (iii) Reform the contract of purchase with such purchaser by notifying such purchaser in a prominent fashion that the prior agreement to purchase Securities has been terminated, and of such purchaser's rights as a result of termination of such agreement; and (iv) Provide such purchaser with an opportunity to affirmatively agree to purchase such Securities on the terms described in the Corrected Free Writing Prospectus. (k) [Each Underwriter, severally, represents and agrees (i) that it did not enter into any ~~Contract~~ contract of ~~Sale~~ sale for any ~~Publicly Registered Notes~~ Securities prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the ~~Securities~~ Act) with respect to the ~~Publicly Registered Notes~~Securities, convey ~~the Time of Sale Information~~ to each investor to whom ~~Publicly Registered Notes~~ Securities are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Company), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor, the Preliminary Prospectus.] (kl) Each Underwriter covenants with the ~~Depositors~~ Company and the Trust that after the ~~final~~ Final Prospectus is ~~made~~ available ~~to such Underwriter, it~~ the Underwriter will not distribute any written information ~~in connection with~~ concerning the ~~offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date~~ Securities to a prospective purchaser of ~~Notes~~ Securities unless such information is preceded or accompanied by the ~~final~~ Final Prospectus. (lm) ~~Each Underwriter, severally and not jointly, (i) represents to Ford Credit,~~ If the ~~Depositors and the Trust that it has not provided~~Company becomes aware that, as of the ~~date~~ Time of ~~this Agreement~~Sale, ~~and covenants with Ford Credit~~any Trust Free Writing Prospectus delivered to a purchaser of a Security contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Trust Free Writing Prospectus, a "Defective Trust Free Writing Prospectus"), the ~~Depositors~~ Company will notify the Underwriter thereof within one Business Day after discovery, and, if requested by the Underwriter, prepare and ~~the Trust that it will not provide, on or prior~~ deliver to the ~~Closing Date~~Underwriter a Free Writing Prospectus which corrects the material misstatement in or omission from the Defective Trust Free Writing Prospectus (such corrected Trust Free Writing Prospectus, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the a "Corrected Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the AdministratorFree Writing Prospectus".

Appears in 1 contract

Samples: Underwriting Agreement (Bond Securitization LLC)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); ~~provided~~ provided, that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2013-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2013-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless ~~such~~ the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless ~~such~~ the pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance ~~upon~~ on Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by ~~such~~ that Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date ~~such~~ the Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent ~~such~~ those misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ that Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ that Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d)(1)(ii) under the Securities Act); ~~provided~~ provided, that ~~such~~ the Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each ~~Underwriter~~ Underwriter, severally and not jointly, agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and ~~upon~~ on request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that ~~such~~ the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) ~~with respect to~~ of the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with ~~respect to such~~ that investor. (k) Each ~~Underwriter~~ Underwriter, severally and not jointly, covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to ~~such~~ that Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or ~~such~~ any longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless ~~such~~ the information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2014-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2014-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator. (m) Each Underwriter, severally and not jointly, represents and agrees with Ford Credit and the Depositor that it will only make sales of Publicly Registered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the United States Securities and Exchange Commission or through an affiliated broker-dealer registered with the United States Securities and Exchange Commission.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectuses.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at 0-000-000-0000~~[ ]. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~20_-_ Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~20_-_ Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (CAB West LLC)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) The Seller and each Underwriter represents that it has not and will not use (i) any Free Writing Prospectus except any Trust Free Writing Prospectus and (ii) any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB (“ABS Informational and Computational Material”) in reliance upon Rules 167 and 426. (b) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ~~Securities~~ Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered Notes~~ Notes, unless such written communication (i) is made in reliance on Rule ~~134 under the Securities Act~~134, (ii) constitutes a prospectus satisfying the requirements of Rule 430B ~~under the Securities Act~~ or (iii) constitutes a Free Writing Prospectus. (bc) Each Underwriter ~~represents~~ will deliver to the Seller and ~~agrees with~~ CNHCA, no later than two Business Days prior to the ~~Depositors and Ford Credit that (i) it has not and will not prepare or~~ date of first use ~~any Free Writing Prospectus (~~thereof, any Free Writing Prospectus prepared by or on behalf of the Underwriter, including any Free Writing Prospectus that contains any “issuer information”, as defined in Rule 433(h) (“Trust Information”) (any Free Writing Prospectus prepared by an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and ~~agrees with~~ warrants to the ~~Depositors~~ Seller and ~~Ford Credit~~ CNHCA that each Underwriter Free Writing Prospectus ~~prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will~~ did not, as of the date such ~~Underwriter~~ Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, ,that ~~such~~ the Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Seller or ~~Ford Credit~~ CNHCA to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Seller or ~~Ford Credit~~ CNHCA to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Seller agrees to file with the Commission when required under the Rules and Regulations the following: (i) ~~the Preliminary~~ Any Trust Free Writing Prospectus; (ii) ~~each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any~~ Any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of at the time required to be ~~filed pursuant to Rule 433(d) under the Securities Act~~filed; and (iviii) ~~any~~ Any Free Writing Prospectus for which the ~~Depositors~~ Seller or any person acting on ~~their~~ its behalf provided, authorized ~~and~~ or approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Seller or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section ~~8(e) and Section 8(f~~9(e), ~~neither Depositor nor any Underwriter~~ the Seller will not be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (hg) The ~~Depositors~~ Seller and the Underwriters each ~~Underwriter~~ agree that any Free Writing Prospectuses prepared by it will contain ~~substantially~~ the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling toll-free ~~at 0~~1-~~000~~8[xx-~~000~~xxx-~~0000~~xxxx]. (ih) ~~Each Depositor~~ The Seller and the Underwriters each ~~Underwriter~~ agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule ~~433~~ 433. (i) If any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of a Note contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the ~~Securities Act~~Underwriter will notify the Seller and CNHCA thereof within one Business Day after discovery. (j) Provided that the Defective Free Writing Prospectus was a Trust Free Writing Prospectus or contained Trust Information, the Underwriter will, if requested by the Seller: (i) Prepare a Free Writing Prospectus which corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (ii) Deliver the Corrected Free Writing Prospectus to each purchaser of a Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Notes; (iii) Reform the contract of purchase with such purchaser by notifying such purchaser in a prominent fashion that the prior agreement to purchase Notes has been terminated, and of such purchaser’s rights as a result of termination of such agreement; and (iv) Provide such purchaser with an opportunity to affirmatively agree to purchase such Notes on the terms described in the Corrected Free Writing Prospectus. (k) Each Underwriter, severally, represents and agrees (i) that it did not enter into any ~~Contract~~ contract of ~~Sale~~ sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the ~~Securities~~ Act) with respect to the ~~Publicly Registered~~ Notes, convey ~~the Time of Sale Information~~ to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Seller), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor, the Preliminary Prospectus. (kl) Each Underwriter covenants with the ~~Depositors~~ Seller and the Trust that after the final Prospectus is ~~made~~ available ~~to such Underwriter, it~~ the Underwriter will not distribute any written information ~~in connection with~~ concerning the ~~offering of the Publicly Registered~~ Notes ~~during the ninety-day period (or such longer period as required by law) following the Closing Date~~ to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. . (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (CNH Capital Receivables LLC)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); ~~provided~~ provided, that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2014-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2014-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered~~ Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the ~~Publicly Registered~~ Notes and status of subscriptions or allocations for the ~~Publicly Registered~~ Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectuses.” (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at 01-~~000~~800-~~000~~503-~~0000~~4611. (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any ~~Publicly Registered~~ Underwritten Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the ~~Publicly Registered~~ Underwritten Notes, convey the Time of Sale Information to each investor to whom ~~Publicly Registered~~ Underwritten Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the ~~Publicly Registered~~ Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); ~~provided~~ provided, that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll~~1-~~free at 0~~877-~~000~~858-~~000-0000~~5407. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2012-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2012-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ~~Securities~~ Act, no Public Note Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the ~~Securities~~ Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the ~~Securities~~ Act or (iii) constitutes a Free Writing Prospectus. (b) Each Public Note Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an a Public Note Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the ~~Publicly Registered~~ Underwritten Notes and status of subscriptions or allocations for the ~~Publicly Registered~~ Underwritten Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the ~~Securities~~ Act in reliance upon Rules 167 and 426 under the ~~Securities~~ Act. Each Public Note Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Public Note Underwriters that it is has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Public Note Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Public Note Underwriter, if any, when read in conjunction with the Preliminary ~~Prospectus and any Trust Free Writing~~ Prospectus, will not, as of the date such ~~Underwriter~~ Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Public Note Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Public Note Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Public Note Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the ~~Securities~~ Act); , provided ~~that~~ such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Public Note Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the ~~Securities~~ Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Public Note Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Public Note Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EDGAR on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~www.sec.gov. Alternatively, the ~~depositors~~Xxxxxr, any underwriter or ~~any dealer participating~~ axx xxxxxx xarticipating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling toll-free ~~at 0~~1-~~000~~8[xx-~~000~~xxx-~~0000~~xxxx]. (i) ~~Each~~ The Depositor and each Public Note Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the ~~Securities~~ Act. (j) Each Public Note Underwriter, severally, represents and agrees (i) that it did not enter into any ~~Contract~~ contract of ~~Sale~~ sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Public Note Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the ~~Securities~~ Act) with respect to the ~~Publicly Registered~~ Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Public Note Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor. (k) Each Public Note Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is ~~made~~ available ~~to such Underwriter, it~~ the Public Note Underwriter will not distribute any written information ~~in connection with~~ concerning the ~~offering of the Publicly Registered~~ Notes during the ~~ninety~~six-~~day~~ month period ~~(or such longer period as required by law)~~ following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ~~Securities~~ Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the ~~Securities~~ Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the ~~Securities~~ Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the ~~Securities~~ Act in reliance upon Rules 167 and 426 under the ~~Securities~~ Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it is has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary ~~Prospectus and any Trust Free Writing~~ Prospectus, will not, as of the date such ~~Underwriter~~ Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the ~~Securities~~ Act); , provided ~~that~~ such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the ~~Securities~~ Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling toll-free ~~at 0~~1-~~000~~8[xx-~~000~~xxx-~~0000.~~xxxx] (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the ~~Securities~~ Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any ~~Contract~~ contract of ~~Sale~~ sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the ~~Securities~~ Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information ~~in connection with the offering of~~ concerning the Publicly Registered Notes during the ~~ninety~~six-~~day~~ month period ~~(or such longer period as required by law)~~ following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement~~ if you request it by calling 0-000-000-0000. The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectus.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at 0-~~(000-) 000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2011-B)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at 0-~~(000-) 000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) The Depositor[s] and each Underwriter represents that it has not and will not use (i) any Free Writing Prospectus except as specified in the Terms Annex and (ii) any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Act (“ABS Informational and Computational Material”) in reliance upon Rules 167 and 426 under the Act. (b) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ~~Securities~~ Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered Notes~~ Notes, unless such written communication (i) is made in reliance on Rule 134 under the ~~Securities~~ Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the ~~Securities~~ Act or (iii) constitutes a Free Writing Prospectus. (bc) Each Underwriter ~~represents and agrees with~~ will deliver to the ~~Depositors~~ Depositor[s] and Ford ~~Credit that (i) it has not and will not prepare or~~ Credit, no later than two Business Days prior to the date of first use ~~any Free Writing Prospectus (~~thereof, any Free Writing Prospectus prepared by or on behalf of the Underwriter, including any Free Writing Prospectus that contains any “issuer information,” as defined in Rule 433(h) under the Act (“Trust Information”), (any Free Writing Prospectus prepared by an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and ~~agrees with~~ warrants to the ~~Depositors~~ Depositor[s] and Ford Credit that each Underwriter Free Writing Prospectus ~~prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will~~ did not, as of the date such ~~Underwriter~~ Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor[s] or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor[s] agree[s] to file with the Commission when required under the Rules and Regulations the following: (i) ~~the Preliminary~~ Any Trust Free Writing Prospectus; (ii) ~~each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any~~ Any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of at the time required to be ~~filed pursuant to Rule 433(d) under the Securities Act~~filed; and (iviii) ~~any~~ Any Free Writing Prospectus for which the ~~Depositors~~ Depositor[s] or any person acting on ~~their~~ [its]/[their] behalf provided, authorized ~~and~~ or approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor[s] or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e~~) and Section 8(f~~), ~~neither Depositor nor any Underwriter~~ the Depositor[s] will not be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (hg) The ~~Depositors~~ Depositor[s] and the Underwriters each ~~Underwriter~~ agree that any Free Writing Prospectuses prepared by it will contain ~~substantially~~ the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling toll-free ~~at 0-000-000-0000~~. (ih) ~~Each Depositor~~ The Depositor[s] and the Underwriters each ~~Underwriter~~ agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the ~~Securities~~ Act. (i) If any Underwriter becomes aware that, as of the Time of Sale, any Underwriter Free Writing Prospectus delivered to a purchaser of a Note contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “Defective Free Writing Prospectus”), the Underwriter will notify the Depositor[s] and Ford Credit thereof within one Business Day after discovery. (i) Provided that the Defective Free Writing Prospectus was a Trust Free Writing Prospectus or contained Trust Information, the Underwriter will, if requested by the Depositor[s]: (1) Prepare a Free Writing Prospectus which corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “Corrected Free Writing Prospectus”); (2) Deliver the Corrected Free Writing Prospectus to each purchaser of a Note which received the Defective Free Writing Prospectus prior to entering into an agreement to purchase any Notes; (3) Reform the contract of purchase with such purchaser by notifying such purchaser in a prominent fashion that the prior agreement to purchase Notes has been terminated, and of such purchaser’s rights as a result of termination of such agreement; and (4) Provide such purchaser with an opportunity to affirmatively agree to purchase such Notes on the terms described in the Corrected Free Writing Prospectus. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any ~~Contract~~ contract of ~~Sale~~ sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the ~~Securities~~ Act) with respect to the ~~Publicly Registered~~ Notes, convey ~~the Time of Sale Information~~ to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor[s]), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor, the Preliminary Prospectus. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor[s] and the Trust that after the final Prospectus is ~~made~~ available ~~to such Underwriter, it~~ the Underwriter will not distribute any written information ~~in connection with~~ concerning the ~~offering of the Publicly Registered~~ Notes ~~during the ninety-day period (or such longer period as required by law) following the Closing Date~~ to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Floorplan LLC)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectuses.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at 0-~~(000-) 000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectus.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2012-A)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectuses.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2011-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2011-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Auto Lease Trust 2011-A)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless ~~such~~ the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless ~~such~~ the pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance ~~upon~~ on Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each ~~Underwriter~~ Underwriter, severally and not jointly, represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by ~~such~~ that Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date ~~such~~ the Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that ~~such~~ the Underwriter makes no representation to the extent ~~such~~ those misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ that Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or ~~such~~ that Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed ~~pursuant to~~ under Rule 433(d)(1)(ii) under the Securities Act); ~~provided~~ provided, that ~~such~~ the Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed ~~pursuant to~~ under Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each ~~Underwriter~~ Underwriter, severally and not jointly, agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and ~~upon~~ on request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll~~toll free 1-~~free at 0~~800-~~000~~831-~~000-0000~~9146. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that ~~such~~ the Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) ~~with respect to~~ of the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with ~~respect to such~~ that investor. (k) Each ~~Underwriter~~ Underwriter, severally and not jointly, covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to ~~such~~ that Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or ~~such~~ any longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless ~~such~~ the information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2015-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2015-A Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator. (m) Each Underwriter, severally and not jointly, represents and agrees with Ford Credit and the Depositor that it will only make sales of Publicly Registered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the United States Securities and Exchange Commission or through an affiliated broker-dealer registered with the United States Securities and Exchange Commission.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ depositor has filed with the SEC for more complete information about the ~~depositors~~depositor, the issuing entity and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling toll-free at ~~0-000-000-0000~~. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) on the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); ~~provided~~ provided, that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Depositor has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Depositor has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Depositor and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll~~1-~~free at 0~~800-~~000~~221-~~000-0000~~1037. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, ~~severally~~severally and not jointly, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the Time of Sale Information to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2013-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the ~~Receivables~~2013-B Reference Pool, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Indenture Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at 0-~~(000-) 000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the ~~Depositors~~ Depositor and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “"nationally recognized statistical rating organization” " (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator and (ii) covenants with Ford Credit, the ~~Depositors~~ Depositor and the Trust that it will not provide to any Rating Agency or other “"nationally recognized statistical rating organization” " (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the ~~Depositors~~ Depositor or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ~~Securities~~ Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered Notes~~ Notes, unless such written communication (i) is made in reliance on Rule 134 under the ~~Securities~~ Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the ~~Securities~~ Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor[s] and Ford Credit that (i) it has not and will not prepare or use ~~any~~ and Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an ~~Underwriter~~ Underwriters is referred to as an “Underwriter Free Writing Prospectus”) that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (y) expected pricing parameters for the ~~Publicly Registered~~ Notes and status of subscriptions or allocations for the ~~Publicly Registered~~ Notes, unless otherwise agreed to by the ~~Depositors~~Depositor[s], (ii) it will discuss with the ~~Depositors~~ Depositor[s] and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor[s], and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the ~~Securities~~ Act in reliance upon Rules 167 and 426 under the ~~Securities~~ Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor[s] any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor[s]), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) ~~Each Depositor represents~~ The Depositor[s] represent[s] and ~~agrees~~ agree[s] with the Underwriters that it [it/they] has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under “~~Time of Sale Information~~Trust Free Writing Prospectuses.” (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor[s] and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor[s] or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor[s] or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor[s] agree[s] to file with the Commission when required under the Rules and Regulations the following: (i) ~~the~~ The Preliminary Prospectus; (ii) ~~each~~ Each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the ~~Securities~~ Act); ~~provided that~~ provided, such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor[s] reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor[s] or any person acting on ~~their~~ [its]/[their] behalf provided, authorized ~~and~~ or approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor[s] or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the ~~Securities~~ Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor[s] and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither ~~Depositor~~ the Depositor[s] nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor[s] and the Underwriters each ~~Underwriter~~ agree that any Free Writing Prospectuses prepared by it will contain ~~substantially~~ the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling toll-free ~~at 0-000-000-0000~~. (i) ~~Each Depositor~~ The Depositor[s] and the Underwriters each ~~Underwriter~~ agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the ~~Securities~~ Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any ~~Contract~~ contract of ~~Sale~~ sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the ~~Securities~~ Act) with respect to the ~~Publicly Registered~~ Notes, convey ~~the Time of Sale Information~~ to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor[s]), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor, the Preliminary Prospectus. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor[s] and the Trust that after the final Prospectus is ~~made~~ available ~~to such Underwriter, it~~ the Underwriter will not distribute any written information ~~in connection with~~ concerning the ~~offering of the Publicly Registered~~ Notes ~~during the ninety-day period (or such longer period as required by law) following the Closing Date~~ to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Floorplan LLC)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the ~~Securities~~ Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the ~~Securities~~ Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the ~~Securities~~ Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the ~~Securities~~ Act in reliance upon Rules 167 and 426 under the ~~Securities~~ Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not ~~misleading; provided~~misleading;provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the ~~Securities~~ Act); , provided ~~that~~ such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the ~~Securities~~ Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the ~~Securities~~ Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at~~ 0-000-000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the ~~Securities~~ Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the ~~Securities~~ Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such ~~Contract~~ contract of ~~Sale~~ sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

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

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the Depositors or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Depositors or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The Depositors agree to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the Depositors or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the Depositors and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The Depositors and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a prospectus supplement and prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC Web site at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, the depositors, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling RBS Securities Inc. toll-free at 01-000-000-0000 or Mxxxxx Sxxxxxx & Co. Incorporated toll-free at 1-000-000-0000. (i) Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the Depositors), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the Depositors and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “"nationally recognized statistical rating organization” " (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(C~~17g-5(a)(iii)(3)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “"nationally recognized statistical rating organization” " (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Publicly Registered Notes (as contemplated by Rule ~~17g-5(a)(3)(iii)(D~~17g-5(a)(iii)(3)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Floorplan Master Owner Trust a Series 2010-5)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll~~1-~~free at 0~~800-~~000~~294-~~000-0000~~1322. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-D)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the ~~Publicly Registered~~ Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor[s] and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the ~~Publicly Registered~~ Notes and status of subscriptions or allocations for the ~~Publicly Registered~~ Notes, unless otherwise agreed to by the ~~Depositors~~Depositor[s], (ii) it will discuss with the ~~Depositors~~ Depositor[s] and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor[s], and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor[s] any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor[s]), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Notes are priced. (c) ~~Each~~ [Each]/[The] Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor[s] and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor[s] or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor[s] or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor[s] agree[s] to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor[s] reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor[s] or any person acting on their behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor[s] or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor[s] and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither ~~Depositor~~ the Depositor[s] nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor[s] and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The depositors have filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read ~~the prospectus supplement and~~ the prospectus in that registration statement and other documents the depositors have filed with the SEC for more complete information about the depositors, the ~~issuing entity~~ issuer and this offering. You may get these documents for free by visiting ~~XXXXX~~ EXXXX on the SEC ~~Web site~~ website at ~~xxx.xxx.xxx~~wxx.xxx.xxx. Alternatively, ~~the depositors, any underwriter or any dealer participating in the offering will arrange to send~~ you may request that a copy of the prospectus ~~supplement and prospectus if~~ be sent to you ~~request it~~ by calling ~~toll-free at 0-000-000-0000~~1-___-___-___. (i) ~~Each~~ [Each]/[The] Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any ~~Publicly Registered~~ Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the ~~Publicly Registered~~ Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom ~~Publicly Registered~~ Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor[s]), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor[s] and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the ~~Publicly Registered~~ Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Floorplan Corp)

Free Writing Prospectuses; Delivery of Preliminary Prospectus. (a) Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will convey or deliver any written communication to any person in connection with the initial offering of the Publicly Registered Notes unless such written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) constitutes a prospectus satisfying the requirements of Rule 430B under the Securities Act or (iii) constitutes a Free Writing Prospectus. (b) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of an Underwriter is referred to as an “"Underwriter Free Writing Prospectus”") that contains any information other than (x) information included in the Preliminary Prospectus or to be included in the final Prospectus (“"Trust Information”") or (y) expected pricing parameters for the Publicly Registered Notes and status of subscriptions or allocations for the Publicly Registered Notes, unless otherwise agreed to by the ~~Depositors~~Depositor, (ii) it will discuss with the ~~Depositors~~ Depositor and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price placed on Bloomberg screens) unless such pricing-related information was contained in an Underwriter Free Writing Prospectus previously discussed with the ~~Depositors~~Depositor, and (iii) it will not use any “"ABS informational and computational material,” " as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance upon Rules 167 and 426 under the Securities Act. Each Underwriter will deliver to the ~~Depositors~~ Depositor any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 8(f)) the Business Day prior to its first use (except as otherwise agreed by the ~~Depositors~~Depositor), except that the Representatives agree to provide an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Publicly Registered Notes are priced. (c) ~~Each~~ The Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any ~~Trust Free Writing Prospectus~~ listed in the Terms Annex under ~~“Time of Sale Information~~"Trust Free Writing Prospectuses.”" (d) Each Underwriter represents and agrees with the ~~Depositors~~ Depositor and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by such Underwriter, if any, when read in conjunction with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date such Underwriter Free Writing Prospectus was conveyed or delivered to any prospective purchaser of Publicly Registered Notes, include any untrue statement of a material fact or omit any material fact necessary to make the statements contained therein, in ~~the~~ light of the circumstances under which they were made, not misleading; provided, however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Trust Information supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the ~~Depositors~~ Depositor or Ford Credit to the Representatives or such Underwriter prior to the Time of Sale. (e) The ~~Depositors agree~~ Depositor agrees to file with the Commission when required under the Rules and Regulations the following: (i) the Preliminary Prospectus; (ii) each Trust Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act; (iii) any Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d) under the Securities Act (other than an Underwriter Free Writing Prospectus required to be filed pursuant to Rule 433(d)(1)(ii) under the Securities Act); provided that such Underwriter Free Writing Prospectus was delivered to the ~~Depositors~~ Depositor reasonably in advance of the time required to be filed pursuant to Rule 433(d) under the Securities Act; and (iv) any Free Writing Prospectus for which the ~~Depositors~~ Depositor or any person acting on ~~their~~ its behalf provided, authorized and approved information that is prepared and published or disseminated by a person unaffiliated with the ~~Depositors~~ Depositor or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications. (f) Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed under Rule 433(d)(1)(ii) under the Securities Act, and upon request, deliver a copy to the ~~Depositors~~ Depositor and Ford Credit. (g) Notwithstanding the provisions of Section 8(e) and Section 8(f), neither the Depositor nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (h) The ~~Depositors~~ Depositor and each Underwriter agree that any Free Writing Prospectuses prepared by it will contain substantially the following legend: The ~~depositors have~~ Issuer has filed a registration statement (including a ~~prospectus supplement and~~ prospectus) with the SEC for the offering to which this ~~communication~~ free writing prospectus relates. Before you invest, you should read the prospectus ~~supplement and the prospectus~~ in that registration statement and other documents the ~~depositors have~~ Issuer has filed with the SEC for more complete information about the ~~depositors, the issuing entity~~ Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC ~~Web site~~ website at xxx.xxx.xxx. Alternatively, the ~~depositors~~Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus ~~supplement and prospectus~~ if you request it by calling ~~toll-free at 0-~~(000-) 000-0000. (i) ~~Each~~ The Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) Each Underwriter, severally, represents and agrees (i) that it did not enter into any Contract of Sale for any Publicly Registered Notes prior to the Time of Sale and (ii) that it will, at any time that such Underwriter is acting as an “"underwriter” " (as defined in Section 2(a)(11) of the Securities Act) with respect to the Publicly Registered Notes, convey the ~~Time of Sale Information~~ Preliminary Prospectus to each investor to whom Publicly Registered Notes are sold by it during the period prior to the filing of the final Prospectus (as notified to the Underwriters by the ~~Depositors~~Depositor), at or prior to the applicable time of any such Contract of Sale with respect to such investor. (k) Each Underwriter covenants with the ~~Depositors~~ Depositor and the Trust that after the final Prospectus is made available to such Underwriter, it will not distribute any written information in connection with the offering of the Publicly Registered Notes during the ninety-day period (or such longer period as required by law) following the Closing Date to a prospective purchaser of Publicly Registered Notes unless such information is preceded or accompanied by the final Prospectus. (l) Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and covenants with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) covenants with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

Appears in 1 contract

Samples: Underwriting Agreement (Ford Credit Auto Owner Trust 2009-E)

Common use of Free Writing Prospectuses; Delivery of Preliminary Prospectus Clause in Contracts